Avengers: Agent-10
by Masamune X23
Summary: After a few years of peacefulness Ben Tennyson engages his nemesis in another battle for the fate of the universe but their clash results in him ending up in a world where heroes and villains constantly battle and aliens aren't citizens on earth. Will Ben be able to change this new world for the better like he did on his earth or will this world's greater evils bring him down?
1. The Relocation

**BEN 10 AND AVENGERS EMH DOES NOT BELONG TO ME. THEY BELONG TO THEIR RIGHTFUL CREATORS AND WHOEVER CURRENTLY OWNS IT SUCH AS; CARTOON NETWORK AND MARVEL.**

 **A/U: Hello I'm a new writer who has read fanfic for many years and after all this time I've finally decided to try and write a fanfic myself with some help. I was inspired to write a Ben/Avengers EMH fanfic due to them being 2 of my favorite shows from my younger years, after reading the fanfic Avenging 10 and after all the latest Marvel movies and tv shows that came out I got the urge to write this. However it was after the death of legendary man Stan Lee that I became more determined on this fic. I write this to show my respect and admiration for the man who is basically the founding father Marvel itself. I was originally going to post this chapter on his birthday but I figured in new year's would be a better one. Saying goodbye to the man of legend as we move to the New Year without him sadly. In the words of our departed man Excelsior!  
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 **Chapter 1: The Relocation**

It is said that the universe was born from a light that came from a big bang, an explosion of matter and energy that shaped the empty dark void of space to create all the worlds we know from today. Within the universe was a small blue and green planet called Earth whose main population was a species called humanity. They weren't among the smartest or strongest species of the universe. Compared to the advanced technological societies of other alien races they were considered primitive and maybe we were. But we were fast learners, we learned and adapted to comprehend other races technology and incorporate their knowledge to our own to expand our minds and understanding of the things we didn't know or comprehend. But this is not where our story takes us today. Our story takes us to a special human named Ben Tennyson, full name Benjamin Kirby Tennyson or as he was heroically known Ben 10.

He was a regular human until his life changed at the age of 10 when during the first night of summer vacation in a camping trip he came upon a falling ship which contained what he would eventually come to realize was the most powerful weapon and piece of tech in the universe: The Omnitrix. Ever since that fateful day he has used his newfound powers to become a super hero. At first he fought crime and disaster mostly for fun and fame but as time passed he became a true hero when he fought for what was right no matter what. Throughout his life he had faced many challenges: Vilgax the Conqueror a warlord who ironically was his own Grandpas nemesis from his days as a Plumber Agent but has now become his who desired the Omnitrix to create an army of transforming aliens for himself to rule the Universe, Aggregor the Power Usurper a madman who desired to become a god to control the Universe, The Forever Knights an organization dedicated to wiping out aliens and many other threats to his home and other worlds. He had fought them all and beat them all.

Now we move further into the future as 22 years had passed since Ben first became a hero. It's also been over 10 years since he first received the Master Control from Azmuth on his 18th birthday. Time has moved forward and live on earth had changed greatly from how he remembered it in those days. The Forever Knights had declared war on Earth and all aliens after they discovered something classified that the President of the United States was considering putting into effect. The knights had stolen very advanced technology from Plumber HQ, the Pentagon, Area 51 and even from secret government labs that housed confiscated or experimental technology. Ben was on the case to find and stop them as usual but it wasn't easy as they had been covering their tracks. Things only became more serious when all the knights stationed all across the globe were called to battle as they launched a massive assault to dozens of the major states like Washington D.C, New York, Los Angeles, Canada, Colorado, Alaska and California. All the Plumbers were deployed to counter attack this wide spread disaster while Ben was sent on a private mission to track down the knights base of operations and destroy it after Azmuth had discovered what the knights were planning on doing. They had created a Universal DNA-Eradicator to destroy all alien life forms across the universe.

Ben still had no idea how they could've invented this when it required the DNA code of all aliens in order for their machine to target and destroy them. However this missing piece of the puzzle was learned later. Before this whole mess started Ben had an earlier confrontation with the knights that resulted in him getting knocked out and captured. When he had woken up, he saw Rook, Kai and other Plumbers storming into the room as some Forever Knight scientists had apparently been messing with his Omnitrix. They had retreated and he had been freed from imprisonment, he had thought those scientists were trying to remove the Omnitrix from him to use for their own purposes but it turned out that they had actually been hacking into it in order to tap into the DNA-Archive of Planet Primux and because of his carelessness they had succeeded and now had the DNA Codes of every sentient alien in order to wipe out all aliens from existence. Ben knew he couldn't let that happen as it would mean the end of all none human or animal sentient life. He had finally tracked their HQ located in the Bermuda Triangle at the very bottom of the ocean and infiltrated the place. There he found their weapon charging up where it would fire at multiple satellites that would connect their energy and then send a massive blast of energy across the universe like a supernova flare that would never dissipate. Ben didn't waste any time in busting into the room and engaging the knights in combat.

He fought long and hard against all their men until he faced their leader in a fight to the end. Ben had no choice but to use extreme force to try to quickly end the fight and stop their machine. The result was him defeating the Forever King but failing to stop the machine in time before it fired at the satellites. However all hope wasn't lost as Ben quickly flew into space towards the closest satellite and using Upgrade, he managed to bypass the defense shields and reprogram the satellites to plummet out of the sky and crash into the Forever Knights HQ and many of their other isolated bases.

With the end of this war came the end of the Forever Knights who were all captured and imprisoned. Any who escaped where tracked down and apprehended, their other bases were located and destroyed, their safe houses ransacked and all their tech confiscated by the Plumbers who under Azmuths advice destroyed most of the tech they took to avoid it falling into the wrong hands again. The Forever King was hospitalized after his fight with Ben but thankfully didn't have any life threatening injuries. All the other knights had been imprisoned with most getting full life sentences and no chance of parole while only a few were given lighter sentences. With all Forever Knights defeated and apprehended there was no one left to continue their work and so the Forever Knights organization was no more.

After that thing's had started to quiet down as more aliens began to arrive on earth which began a new concern about planetary overpopulation. In order to avoid more deforestation for new human occupied lands the scientists of earth came up with a solution in the form of flying cities. Ben had been part of that project overseeing security. With the alien materials purchased it had only taken a few short months before the first flying city had been built (self-replicating technology was a real time shaver). Rather than be kept in the air by a machine, they saw to the creation of a gravity core, the same kind that planets and moons possess only smaller. With the core the city was kept in the sky by gravity itself which would prevent any disaster of it falling down and colliding on earth due to sabotage or terrorism. It was earth's first great technological achievement towards planetary preservation and eco friendliness. Politics was never Ben's strong suit but even he could tell how many of the world's leaders were pleased and onboard for authorizing the creation of flying cities above their countries as well. It was the beginning or a new era for Earth, the era of coalition and integration.

There were of course some of the public who were against alien integration for whatever reasons, Ben just though they were racist jerks. However his love life was something else that had taken an interesting turn. Years ago after he and Ester broke up he had started to date his first childhood crush Kai who had started to like him for who he was rather than for what he could turn into, although she still had her admiration of Blitzwolfer and that girly adoration for Pesky Dust. Oh how he regretted ever showing her that form sometimes, for every time she saw him in that form she hugged him like he were some cute stuffed toy. But despite the up's and down in their relation they actually began to grow very close together and by age 18 he was proud to say that he was no longer a virgin.

However despite his and Kai's progression things had not all been good for the universes greatest hero. Gwen had graduated from college and gone on a long mystical journey to Ledgerdomain in order to fully train her magical powers and learn the secrets of mana, Kevin had gone somewhere in space to apparently secure deals for his benefit, Ben figured it had to do with the Osmosians car which still kept getting wrecked and abused in its life, he personally found it funny especially after a certain incident where an alien that was cuffed and being transported by Kevin ended up laying eggs in Kevins car which left quite a stain and odder that took him days to clean out. Rook had gone to become an instructor for new Plumbers in training at the academy. Grandpa Max had been the only thing to remain the same as he remained the commander of the Earth's Plumbers, however he suspected that he was eventually going to retire and assign a new Magister to represent Earth. Ben actually hoped it wasn't him, he had recently obtained the rank of Magister but he desired to remain a field agent rather than a leader who would mostly remain at the base to organize their forces. By age 23 he and Kai had grown so close that he had been planning to ask for her hand in marriage. But sadly Ben and Kai broke up because she received an offer to travel into the reaches of space and explore the historic ruins of other planets which has been her dream ever since she learned about the Plumbers and aliens. Unwilling to keep Kai from her dream the two of them tearfully broke up and went their separate ways and haven't seen each other again in person since then.

Ben spent the following years fighting criminals and evil alien invaders on earth and across space to keep himself busy and to help him overcome the sadness of his and Kai's separation. At age 24 Ben began performing joint missions with the Pentagon, FBI, CIA and even some military factions who began including alien operations into their fold. The actions helped sharpen him into a better fighter and agent as he got to know stake outs, investigating the underworld of crime and other things which helped expand his knowledge. It was at age 25 that Ben had an encounter with Albedo once again and defeated him before confiscating his Ultimatrix and giving it to Azmuth who took the Ultimatrix's Polymorphic Crystal and installed it into the Omnitrix in order for Ben to keep it safe from Albedo and the Techadon Weapons Master. The installed crystal gave Ben back the ability to use his Ultimate Aliens. At age 28 Earth had developed multiple floating cities and many aliens had immigrated to earth as humans and aliens lived together and a bill had been passed to officially allow humans and aliens to get married and for aliens to get work in the open public while he also unlocked some new aliens and trained in mastering all his current forms and their now returned Ultimate forms.

Which now brings us to the present at age 30. Life had improved on earth as inner relations with humans have improved where in a surprising turn of events the US had established peaceful alliances with some of the other countries their relations with hadn't been as stable as before. Naturally of course the public were ecstatic to hear the conflicts were over when their family returned from active service alive and well. However there were still of course some who weren't for the new unity but all riots that occurred as a result were quickly contained and halted. Ben had been part of that response team which he did not enjoy having to disarm and neutralize simple civilians who were protesting. Regardless due to the US's new alliance terrorism had become a bigger concern from all those who despised the US as they became more proactive. Thankfully with the US now being more welcomed on the countries, terrorist response teams were able to enter the foreign lands without trouble from immigration or border lines and eliminate the threats. Ben had only ever gone on one of those missions and took down a group of terrorists who had been planning to bomb the capital.

It was not long after that Vilgax had returned to face Ben once again. The Warlord had been unseen for a while after his last fight with Ben. It would seem that while he's been off the radar, he had been planning a new strategy for conquest. Vilgax had first launched an assault on Galvan Prime II where he had used a new devise to shut down all of the Galvans communications with Earth and other planets. No one learned about this assault until after the communications had been restored when Vilgax's device shut down.

So it came as a surprise to Ben when Azmuth came to him with signs of panic on his face which became Ben's when he learned that Vilgax had gone to Galvan Prime II to steal Ascalon, the sword Azmuth created so long ago which contained Daigons powers to this very day. Apparently he couldn't find a way to separate Diagon from Ascalon without the risk of releasing him back into their world, so he left the alien deity trapped in the sword, content to leaving well enough alone. With this revelation Ben had begun his search for his nemesis. Minutes turned to hours as his search came up empty and made Ben confused on why Vilgax hadn't come after him when he obtained both powers. However his wish was soon granted when his Anodite Grandma Verdonna came to Earth in distress and panic, looking bruised and drained.

It was horribly learned then that after Vilgax obtained what he wanted from Galvan Prime II he had made a straight dash to the Forge of Creation and absorbed a new born Celestialsapien to become Omnipotent. After that he went straight to the home world of the Anodites where he used Ascalon to absorb nearly all Anodites on their homeworld along with their entire planet as he consumed it of its magical atmosphere and planetary core. No sooner that this revelation was told, Vilgax appeared before them. He had come for his Grandma which naturally Ben stood to protect from his nemesis. He fought valiantly but Vilgax's new powers proved too much for him as Ben was easily beaten and thrown aside. Before Vilgax could kill Ben however his grandma teleported him far away to safety and stayed behind to hold off Vilgax. She didn't last long and was soon assimilated by him.

Naturally the news of Verdonas supposed death reached Ben and his family who were now on Galvan Prime II and hit them hard. Gwen wanted to go after Vilgax but Ben forbade her, worried that Vilgax would also come after her as well. He stood by and waited for Vilgax to return as he knew there was only one way to defeat Vilgax now. So Ben turned into Alien X hoping to convince Bellicus and Serena to help him fight Vilgax. Even thought Azmuth had given him the Master Control when he turned 18 like he teased, he still hadn't gotten Bellicus and Serena to fully cooperate with him. While he was trying to make his case against them for their help Vilgax had tried attacking his unresponsive body to try and absorb Alien X's powers. Thankfully however the two minds of Alien X knew what was occurring and set up a barrier around them that repelled and kept Vilgax from reaching them while they kept deliberating with Ben.

Seeing that he couldn't reach Ben, Vilgax decided to just destroy the entire planet, which he did. Killing all the Galvans, Grandpa Max, Gwen, Kevin and Rook. However Alien X survived unharmed which wasn't a surprise since he could survive the destruction of the Universe itself. Vilgax left afterward and began to systematically destroy all nearby planets as he made his way back to earth. Ben had begun to get frustrated with the two for their continued stubbornness and started pleading for their help. Finally however Ben got their cooperation and full compliance by promising to visit them more frequently in his dreams and listen to some of their motions and help them to make decisions. It was then that Ben obtained full control over Alien X, however this would be different from the previous times he used him. For now this time he has tapped into the full powers of Alien X after finally learning and comprehending all its powers both physically and mentally by opening his mind and fully embracing the power of Omniscience he's learned everything he needs. With Alien X now at his fully mastered control, Ben first undid all the death and destruction Vilgax had caused as he restored all planets and lives lost during his rampage including the Galvans and Anodites. Now he made his way towards Vilgax intending to put a stop to him once and for all.

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 **A Few Light-Years Away From Earth**

Vilgax was flying towards planet Earth like a runaway shooting star or meteor, only much faster. His appearance was greatly different from his previous looks. Gone was his green colored skin which was now replaced by a completely black colored and muscular body like a Celestialsapien except that instead of having star like spots across his body to resemble outer space his body had what looked like magenta colored fissure marks on his shoulders, chest, knees, back and arms which almost made his body look like it would start to fall apart if it wasn't for the pulse like illuminations coming from those fissure like marks which seemed to glow as if in rhythm with a heartbeat. His recognizable bearded tentacles were also blackened and were the only part of him that had the star like spots while his head now had 3 small horns and his eyes remained the only part of him that looked the same, blazing red and soul piercing with evil intent. In his right hand was Azmuth's sword Ascalon burning with a red aura from Diagon's energy.

 _"Once I destroy that pitiful planet I'll move on to all the other Plumber bases across the universe before destroying them and cementing my reign as the new conqueror of the universe."_ Vilgax thought with a smug grin that was unseen due to his new form not having a mouth, the only visible expression was from his eyes that narrowed a bit with anxious and gleeful retribution for all the years that organization stood in his way. Max Tennyson was the Plumber he had originally hated the most but it was the organization that made him the agent he was. Once he destroyed it and him all his past enemies of earth will be gone from his life which will leave only the other branches of the organization to deal with.

Of course there were others he had as enemies. Other alien races who became his enemy when they tried to assassinate him or invade his home planet. He still remembered when Zs'Skayr invaded his planet all those years ago and turned most of his people into his mindless ghostly followers. Destroying that foul specter along with his home planet would bring him some sweet revenge. Then there was Attea from the Incursians who had sent assassins to eliminate him when he was captured by the Plumbers. She was another on his list for elimination after he dealt with Earth. He even planned to deal with Ma Vreedle for her past actions against him and to wipe out those blasted rumors. It was ridiculous to think that woman had managed to make him cry one time. While he did have some unease towards her it wasn't like he was terrified of her. She was just someone he knew he couldn't beat at the moment so he left her alone. Now however he had all the power he needed to take her down as well.

There were others as well which he looked forward to wiping out when the time came. He could've of course simple used his omnipotence to destroy them from the edge of the galaxy as easy as snapping his fingers but that would be too easy and boring. While he enjoyed his new god like powers he still had a preference for handling things directly. The universe will be what he uses his new found powers to change at will when the time comes.

With his newfound powers it would be a task as easy as making a fist. He had already wiped out multiple planets including the Galvans homeworld. After which he'll…..

"BOOOM!" An explosive like noise resounded stopping the newly Omnipotent Vilgax in his track when he saw a blue whirling portal like construct appear in front of him which dissipated to reveal a Celestialsapien, however it didn't take Vilgax even an instant to recognize the symbol on its chest to know it was his most hated enemy Ben Tennyson.

"That's as far as you go Vilgax!" Alien X proclaimed while standing in a seemingly relaxed posture like he would usually be when inactive however the glare emanating from his eyes showed he was by no means unfocused.

"Tennyson." Vilgax simply spoke out his word telepathically where even the scorn and venom could be detected. "So you've finally managed to get yourself going. I was starting to think you'd stay stuck in your own head forever and miss out on my grand universal triumph."

"Well clearly you thought wrong, squid face." Ben retorted.

"The powers of a god at your fingertips and still you resort to juvenile insults. Even after reaching an age of maturity for a human, you are still very much a child." Vilgax scoffed.

"You can call me whatever you like, but at the end of the day, you're the one about to get his butt handed to him on a silver platter." Alien X crashed his fists together in preparation for battle as if he were a boxer stepping into the ring.

Vilgax blinked and the moment his eyes reopened, Alien X was in his face with a tight fist reared back with the intent of slamming into his face. Unfortunately for the wielder of the Omnitrix, his mortal enemy's reflexes were capable of allowing him to raise his hand and catch the fist in his clawed grip.

A powerful shockwave raced out from the point of impact and if sound has been able to travel through a vacuum, the sound of the impact would have been positively deafening. Alien X's arm trembled slightly as he tried to force back his opponent through sheer physical force, but Vilgax merely chucked and brought his knee up. The joint dug itself into Alien X's belly and a powerful shockwave raced out from the point of impact as the Celestialsapein was sent rocketing across the cosmos.

In a flash of light, Vilgax had already teleported to his opponent's location and energy pooled within his hands. An orb of crimson light hummed with power before it was stretched out as a beam of pure destruction. Alien X quickly regained his bearings and the wielder of the Omnitrix flew around in a wide arc to keep out of range of the energy beam.

Annoyed with his fast moving opponent, Vilgax's crimson orbs shone with power and Alien X came to a halt as he was encompassed in the massive shadow of a Vilgax who was easily twice the size of Way Big.

"Die!" Vilgax roared as he raised his hands and slammed Ben between his palms. A vile grin came to life, threatening to split the face of the alien warlord as he relished in the feeling of his hands impacting against his nemesis.

"I used this move when I beat the Galactic Gladiator!" Ben's muffled voice echoed from within Vilgax's hands. "Let's see how well you stack up!"

"What?!" The conqueror of ten worlds watched as his hands bulged as he felt the single entity of Ben Tennyson multiply. His hands seemed to roll like the waves of an ocean before completely bursting apart as multiple clones of Alien X hovered before him. With a snarl, Vilgax regenerated his hands and went to swipe at the clone army of Celestialsapien's, but the clones all quickly went into a dive bomb motion as if they were kamikaze fighter plane. They then quickly began to circle around Vilgax's massive waist and the red eyed Chimera Sui could only watch as a vacuum was generated around him in the form of a familiar black cosmic force.

Energy, light...nothing could escape the powerful pull of the gravitation singularity that was a black hole.

Alien X enlarged the black hole to a size that it would have probably engulfed Earth and its moon. The gravitational pull was immense and Vilgax was immediately drawn into the void. As soon as Vilgax vanished from view, Alien X merged his clones back into one singular entity with his arms folded and a nod of acknowledgement for another universe saving job well done.

However, Vilgax's power proved to be a worthy adversary for the Celestialsapien of the Omnitrix as the omnipotent Chimera Sui merely snapped is fingers. Space warped and in one moment, the black hole had vanished as if it had never existed to begin with.

"A black hole?" Vilgax chuckled. "Is that all you have for me, Tennyson?"

"Well it worked last time." Alien X shrugged.

"Well clearly this Galactic Gladiator you faced is a weakling." Vilgax chuckled. "To fall for such a dainty parlor trick is insulting and now let me show you how you really use your-"

"LALALALALA! NOT LISTENING!"

The Chimera Sui was immediately interrupted as this time, Alien X successfully slammed his fist against Vilgax's face. The shockwave rang out across the Milky Way galaxy and the Chimera Sui sped across the stars, slamming through a few floating asteroids which were reduced to rubble as a result. The conqueror of ten worlds only came to a halt as he slammed into the side of a moon, creating a new crater from his impact.

The scourge of the universe raised himself out of the crater, rolling his neck and glared at Alien X. The Celestialsapien's expressionless face stared back at him almost mockingly and Ben raised his arms. Gravity bent to his will and the rubble of the asteroids that Vilgax had shattered suddenly all gathered around Alien X. He forced the stones to coalesce as he reversed the time of the stones and soon Alien X had several massive asteroids at his disposal. He swung his arms down and the asteroids moved in tandem, rocketing towards the moon's surface with the intent of crushing the powerful alien.

Vilgax's eyes glowed and with a snarl he unleashed a powerful blast of energy from them. The crimson beams slammed into an asteroid, but rather than being reduced to mere rubble, the asteroid was literally disintegrated in the resulting explosion. Vilgax's laser vision then shifted to the side, bending at a literal ninety-degree angle as it made its way towards the second asteroid. Then the third and the fourth. Soon, the entirety of Ben's asteroid assault had been reduced to nothing, but he took the opportunity to dive down towards the moon and grab Vilgax by his squid-shaped head to slam back it down into the celestial body.

"I'm gonna plant me a dumbass tree!" Vilgax's head was buried completely beneath the earth and the impact shook the entirety of the moon itself, a spiderweb of fissures being formed as Vilgax's personal crater expanded in diameter as a result. Alien X went with the momentum of his charge and dragged the Chimer Sui across the moon, tearing a long scar across it before uprooting the 'dumbass tree' and punching him square in the face. Vilgax's head twisted to the side harshly before a follow-up left hook had him facing the opposite direction. An uppercut followed right after before the saviour of the universe swung his leg back and sent it crashing into the torso of his most hated enemy. Vilgax felt as if the air had left his lungs before another upward sweeping kick sent him several feet skyward, however before he could leave the moon's atmosphere, Aliex X had quickly lashed out and grabbed the Chimera Sui by his tentacles and swung him down to have a very intimate conversation with his knee.

The stars swam in his vision from the blow and as everything came into focus, his eyes widened as Ben held a green orb of energy right in front of his face.

"Boom."

The blast of green energy slammed into Vilgax with terrific force and sent the all-powerful warlord down into the depths of the celestial body. The beam was so powerful in itself that it tunneled straight through to the other side and essentially created a tunnel in the moon.

Alien X stared down his creation, gazing straight through to view the stars on the other side, as well as a passing comet or two. Green eyes narrowed with annoyance though, as the Omnitrix wielder suddenly a felt a burst of power and saw the moon beneath his hovering form beginning to shake. It was then that he heard the sound of the earth breaking apart behind him. Alien X spun around, but he was too slow as the jagged path of Vilgax's laser vision had gotten past him and struck his back.

The Celestialsapien was sent downwards where he came to a sudden halt as Vilgax erupted forth out of the moon's depths to deliver a crushing knee strike to the underside of his chin. If Alien X had a functional jaw, Ben was certain that Vilgax would have broken it.

"Let's see how you like being buried beneath several tons of moon rock!" Vilgax roared as he clasped his hands high above his head. He rapidly increased the size of his hands as he swung them down. After all, force was equal to mass times acceleration. The powerful hammer blow struck Ben's back with terrific force and had him laying within a massive crater.

Ben groaned, shaking his head to rid it of the throbbing feeling he was currently feeling. He then glanced up and his eyes widened as he saw Vilgax hovering above him with an arm raised in a manner as if he were a god about to deliver judgement. From that raised arm, Ben could only watch as a massive column crimson energy erupted forth, piercing the heavens themselves. The energy beam fashioned itself into the likeliness of a blade and Vilgax smirked as he swung the energy blade.

"Oh crud." Ben claimed before the inevitable happened.

The blade came down. It carved its way across the moon and continued on a path of destruction and made a full 360 and Vilgax refused to halt his swing until it was done. There was an eerie silence for a moment and Vilgax could not help but laugh with pride as he watched the moon suddenly split apart into two evenly cut halves. The scourge of the universe rolled his eyes and tapped his fingers against his bicep in annoyance.

"Come, Tennyson!" He roared. "I know you are still alive! Come out of hiding, or has the greatest hero of Earth decided to become a coward?!"

"A coward?! Me?!" Vilgax glanced around the expanse of space as Ben's voice seemed to resonate everywhere akin to thunder. However, the Chimera Sui soon came to realize that the expanse of space was not what he was gazing at, and was instead looking at the massive torso of Alien X as Ben had decided to increase his size to the point that he was able to grip both halves of the bisected moon as if they were a child's plastic toy. "I never run! Especially from the likes of you!"

"HRAH!" Alien X swung the two pieces of the moon together, crushing Vilgax between them. "Here's a fastball for you, squid lips!" Alien X then gripped the broken moon as if it were a baseball before hurling it at breakneck speeds. The spherical object then slammed into another moon with a devastating impact, both celestial bodies now reduced to rubble with Vilgax floating in the center of the aftermath.

Alien X then teleported a few hundred metres away from his nemesis as he held out his cosmos decorated hands as if he were gripping something. His eyes shone with emerald light as he willed the universe to bend to his will. Energy coalesced as he drew upon the power of the cosmos and Vilgax roared in agony as he was caught within a powerful explosion that mimicked the intensity of a supernova. With the necessary heat being generated by the explosion, Alien X then waved a hand and the intensity of several hundred thousand newtons of gravitational force encompassed Vilgax's form. Gravity and heat then merged and Alien X accelerated time to forge a planet with Vilgax's prison as its core.

"Let's see you get out of that." Alien X chuckled as he dusted his hands as if he had just taken out the trash.

"TENNYSON!"

"Oh." Alien X's shoulders slumped. "Seems he can get out of it."

The deafening roar of the alien warlord was accompanied by the sound of the planetary body exploding. The blast wave tore apart nearby asteroids and celestial bodies and Vilgax raised his arms high into the air as he drew upon the exothermic reaction he had creation. Generating the immense heat and light generated by nuclear fission with just a thought, the omnipotent alien now held a massive orb of energy that resembled Earth's yellow sun very closely.

"There is an Earth expression isn't there, Tennyson? Wanting to feel the sun on your face is how I believe it goes!" Prominences arched from the surface of the miniature sun while its gravitation pull drew in whatever was nearby. Vilgax hurled his self-made star towards his most hated enemy, all while performing a maniacal laugh. As per villain protocol. "Then here! Have a taste at point blank!"

Alien X held up his hands and caught the sun in his hands, taking in the energy and changing it. The energy became more condensed and solidified, and Vilgax's crimson eyes widened in both shock and though he would deny this outright, amazement, as the wielder of the Omnitrix now held a spear of light in his hands that held the power of the sun in its tip.

"Hmmm." Alien X feigned wiping a bit of sweat from his brow. "I gotta say the heat is a bit intense for me. What do you think?"

The star spear was hurled towards him at what Vilgax estimated to have been light speed. If it weren't for him taking in the powers of the infant Celestiasapien from the Forge of Creation, he would certainly have died let alone not be able to dodge the attack with a well-timed shift to the side. The star spear detonated several thousand miles away with a massive blast wave that wiped out several accompanying stars and planets.

Hopefully they were uninhabited otherwise Ben would have a couple trillion lives on his conscience.

"Enough games, Tennyson! It is time you die!"

"Just try it, squid face!"

The two powerful combatants flew towards each other at breakneck speeds, rearing back their fists. Time seemed to slow as they neared each other, but the moment their blows collided it was as if the universe itself shook. They took off across the expanse of space, punches and kicks being exchanged as they flew faster than sound, almost as fast as light. Each collision of blows created shockwaves that dotted the cosmos and turned multiple uninhabited celestial bodies into dust.

They had eventually traveled light-years, traversing many unexplored areas of the Milky Way before breaking through the edge of the galaxy and found themselves fighting on the surface of a planetary body that lay at the edge of the Andromeda System due to Vilgax blasting Ben through two of the planet's three moons with an energy burst.

The clouds of the troposphere now bore a massive hole as Ben burst through them and sheared off the top of a massive mountain before he crashed into the planet's surface. His momentum carried him across, causing him to scar the earth with a trench of his own creation. He quickly climbed back to his feet as Vilgax flew down from above and slammed his fist down on his former location. Alien X hovered over the massive crater Vilgax had created before waving his fingers. The bowels of the planet responded and massive spikes of earth rose up, slamming into Vilgax's body and impaling him through his limbs and stomach.

Entrapped by the earthen weapons, Vilgax growled in rage only to gaze up at Alien X's wave hands. The atmosphere of the planet morphed from clear blue skies into a powerful lightning storm within an instant. Alien X raised a single finger high into the air before bringing it down to point at Vilgax. The heavens responded to the will of their commander and the cumulonimbus clouds rumbled as thunder boomed before a massive bolt of lightning came forth from the clouds. The lightning bolt struck Vilgax and generated a dome of energy that tore the earth asunder from the explosive force.

Vilgax growled in annoyance as his smoking form lay in the center of the burnt crater.

"You annoying filth!"

"Insults, Vilgax?" Ben held a hand to his chest in mock hurt. "And I here I thought we were finally bonding with each other after all these years."

"GAAAAAAAH!" Vilgax punched the earth and beams of energy erupted out in columns around Alien X in a circular pattern. The beams of energy then began to move in a circular motion while quickly shrinking in diameter until they had all crashed into one another at a single central point. Ben released a cry of pain as the powerful energy beam set his nerves on fire before he was sent rocketing through the air by the resulting explosion.

Vilgax flew after his opponent and delivered a flurry of punishing strikes to any and every point on Alien X's body before finishing off with a strong rising kick to the stomach. A powerful shockwave echoed across the planet's surface before Ben was sent flying up out of the atmosphere as he had easily approached escape velocity and ruptured the planet's third and final moon in the process of the fight returning to space.

The moment he burst out of the other side of the moon, Alien X watched in awe as a flash of crimson crossed his vision and the moon was reduced to pieces due to the quick-fire slashes Vilgax had delivered using Ascalon.

"So you finally want to use your sword huh?" Ben would have smirked if he had a mouth. "Seems like you're overcompensating."

"Seems like you need to shut your mouth!" Vilgax growled as he slashed at Alien X with the all-powerful sword of Azmuth.

"Alien X doesn't have a mouth!" Ben retorted before he quickly shifted his body and avoided the slash before grabbing onto a piece of the broken moon and morphed it into a sword of similar metallic construction via matter reconstruction. The two combatants clashed their blades against one.

"YOU INSUFFERABLE CHILD!"

"I AM QUITE SUFFERABLE!"

Their arms were blurs of black and white, and their swords were blurs of silver as they partook in the art of swordplay. However, Vilgax was more of a warrior in that aspect and he quickly parried one of Ben's slashes to then bring up his foot and bury it into his opponent's stomach. Ben lost his grip on the sword he held and it was sent tumbling through the cosmos as Vilgax slashed at him. Alien X was sent flying through space as he was hit with an arc of crimson energy and slammed into the side of an asteroid.

Alien X quickly recovered and eyed a passing comet. With a mere tilt of his head, the high speed object of ice, dust and stone quickly altered its course to slam into Vilgax.

"A disappointing trick, boy." Vilgax growled as he slashed the comet into oblivion. However, his eyes widened as Alien X teleported into his field of vision and kicked Ascalon out of his hands. The power the blade had provided him was now gone until he could get his hands back on it, and Ben would work damn hard to make sure he didn't. The first step in that plan was to sock his nemesis in the face with a powerful punch.

Vilgax tumbled into the nearby asteroid belt before taking ahold them with his telekinetic abilities. The asteroids then began to glow red hot as Vilgax superheated them with his heat vision. With another telekinetic push, he sent the makeshift meteor storm at the Omnitrix wielder. Ben quickly raised an arm and drew a circle in the air.

"Meteor stopping motion, carried!" He announced. The meteors halted in place before they were reduced to dust by the green energy blast Alien X released from his hands. The blast continued on its path towards Vilgax, but the Chimera Sui warlord quickly flew out of the way.

"You're not getting away that easy!" Alien X cried out as he sent bolt after bolt of energy after Vilgax.

Vilgax climbed, fell, somersaulted, loop-de-looped and barrel rolled to avoid each and every blast. The conqueror of ten worlds performed every aerial maneuver in the book and then some as explosions dotted the expanse of space with each missed attempt. One of the explosions created a large blast wave that was actually about to hit him, but Vilgax quickly created a crimson energy shield that held the explosion back.

Once the explosion had died down, Vilgax converted his energy shield into an offensive strike. The crimson beam tore its way across the stars towards Alien X who easily batted it aside with a lazy back hand. However, Vilgax teleported into striking range and punched Alien X in the face. Rotating his body, the Chimera Sui delivered a powerful spin kick to the Celestialsapien, driving his heel against the Omnitrix alien's temple.

Alien X spun with the blow and quickly countered with his own kick that slammed against Vilgax's ribs. However, Vilgax remained stationary and gripped his opponent by the leg.

"Heh." The red eyed alien chuckled before swinging Alien X around. Once a suitable amount of momentum had been built up, Vilgax tossed Alien X away and into the oncoming path of a comet that exploded from the impact. "Now to get back Ascalon."

"Like hell you're gonna get back that sword, Vilgax!" Ben cried out as he flew back out from the exploding comet. He pushed off against the surface of a comet fragment and rocketed towards his opponent. He stretched out his leg to hit Vilgax in the skull with a powerful straight kick, but the scourge of the universe quickly reacted and ducked beneath the high speed blow. Alien X quickly planted a hand against Vilgax's shoulder blade and utilized it as a way to pivot his body and rotate quickly to build up momentum and push back to go for a second strike.

"Too slow, boy!" Vilgax roared as he unleashed a strong straight punch to the Celestialsapien.

"Time stop motion carried." Was Ben's counter to the insult and for a slight moment, time froze around Vilgax. If his eyes were able to widen, they would have as the wielder of the Omnitrix unleashed a powerful hook punch to the face. The impact registered with the Chimer Sui's body and the omnipotent alien broke free of his time prison to then counter Ben's follow-up punch with one of his one.

The two fists, cloaked with green and red energy respectively, collided with an explosion shockwave that shattered any celestial body around them in a fifty mile radius.

Alien X followed up with a quick pair of jabs which Vilgax shifted head to dodge before countering with his own punch. Alien X raised a forearm to block the strike before raising his other arm to push Vilgax's arm to the side and raised his knee to drive it into Vilgax's stomach. The Chimera Sui warlord raised his own knee to counter the strike before rearing back his head to deliver a strong headbutt, but it was to his own undoing as Alien X utilized the close proximity to unleash a powerful uppercut.

A shockwave of green raced out from the point of contact and Vilgax was sent flying skyward only to be met with the strong hammer blow of Alien X when the Celestialsapien had teleported above his flying form. Vilgax slammed through an asteroid, but quickly spun around as he regained his bearings and unleashed a storm of crimson energy blasts at his enemy.

Ben flew around the oncoming attacks and batted aside the ones that were too close to dodge. In a matter of seconds, he had managed to come within striking distance of Vilgax and as he was about to fire off another energy blast from point blank, Alien X literally grabbed the burst of energy and ripped it apart. Shock was written all across Vilgax's face and Ben took advantage of that, unleashing a flurry of punches and kicks that Vilgax was all but completely helpless to defend against.

"You think weak blows like this will weaken me, Tennyson!" Vilgax snarled. "Let me show you true power!"

Vilgax unleashed a powerful burst of energy from his body and quickly unleashed his own storm of blows to counter Alien X's. The two all-powerful aliens collided in another exchange of power that seemed to tear at the very fabric of the cosmos as they zoomed across the asteroid field, reducing many of them to rubble.

The rapid exchange came to an end as Alien X kicked Vilgax in the chest and sent the warlord through the heart of an asteroid. However, the Celestialsapien was caught off-guard as Vilgax's hidden form unleashed an arc of red energy that was the trademark of him wielding Ascalon.

"Of all the asteroids I had to hit you into..." Ben growled out.

"Luck is not on your side, Tennyson." Vilgax chuckled.

With the blade of Ascalon glowing red with power, he swung it towards the Omnitrix wielder who quickly countered a fist encased in emerald energy. A powerful shockwave of energy ripped across space from the collision before Ben was kicked in the face before being sent flying back by a powerful blow with the flat of Ascalon's blade.

"Alright Vilgax! This has gone on long enough!" Ben shouted. "Time to end this!"

If Vilgax had eyebrows he would have raised one in confusion. He blinked and in that instant, reality warped and the omnipotent alien warlord found himself floating adrift in an empty void of nothingness.

"A separate dimension, Tennyson?" Vilgax scoffed. "With the power I have my disposal, I could easily tear through reality and make my way back to our own dimension. This will not hold me."

"I know." Alien X stated as his eyes closed in concentration. Vilgax's confusion was then quickly replaced with surprise as Alien X's eyes snapped open and a powerful green aura erupted forth from his body. "I took you with me to this dimension because it has nothing. There's nothing that can be destroyed, nothing that can be lost from what I'm about to do."

"The amount of energy you're creating..." Vilgax's eyes widened before he chuckled in amusement. "You intend to try and stop me with the explosive force of a Universal Big Bang do you?"

"Almost right." Ben said earning a look from Vilgax so he decided to elaborate "This blast I'm making does have the force of the Big Bang but to ensure your defeat I'm altering it to have the same catastrophic effects as a Chronosapien time bomb."

Now this time Vilgax's eyes widened in realization and a trace of horror at what that meant.

"This is my last resort. I have already been charged with recreating the universe once because of the Annialarg incident and so dimension jumping was always on the bottom of the list of what I had in my plans of what I could do to stop you, but it seems you've forced my hand." The energy continued to build and Alien X raised his hands as the energies pooled together between his palms as an orb the size of a basketball. "If this doesn't stop you then nothing will."

"Well...if I were to try to escape, you would simply bring me back here and we would be forced to fight until one of us is defeated." Vilgax smirked. "A smart move even from you, Tennyson. Very well...if you think you can stop me, then let us test that will of yours and see if you will survive an explosion of twice that magnitude."

Ben's eyes narrowed as Vilgax easily called upon his own Celestialsapien energies and held a crimson orb in his claws. A replica of his own Big Bang with what he suspected also carrying the same altered effects.

The two combatants continued to build up their energy orbs until they began to ripple, meaning that they were rapidly approaching the upper limits of their Big Bang attacks. Once they had reached their peaks, the two mortal enemies glared at one another.

"HAAAAAAAAAAAAAAAA!" The roars of the two aliens echoed throughout the dimension as the energy orbs were launched at one another. Time seemed to slow down for that moment and it wasn't as a result of either of them. Green and red grew closer and closer to one another until finally...they made contact. There was a moment of silence as the two orbs collided, pushing against one another for what seemed like an eternity. The two attacks merged into one, becoming a massive orb of white light. The silence was then ended as the energies were unleashed with a devastating bang. The two inhabitants blown backwards as if their bodies had been collided by a ship in hyper drive as white light completely encompassed the separate dimension and the battle ended with Alien X and Vilgax being lost from view as all was lost to the ivory shine of the Big Bang.

* * *

 **And that's the end for chapter one where right at the start Ben fought using his strongest alien. It's obvious where he's going to end up but just for fun I'd like to see if you readers can guess where in Earth's Marvel world Ben will land in next chapter. Guessing right will earn you some preview information about the future chapters and the story's progress if you desire it. However don't expect a full view behind the curtain cause I won't have it.**

 **For those who think Vilgax should've been stronger than Ben after absorbing all that power, remember this. He absorbed a new born Alien X not a full grown one which I believe aren't as powerful. Even with the sword and Anodites powers included he would still be more on even footing with Alien X. Plus Ben had much more experience wielding omnipotent power which helped also him out against Vilgax.**

 **Now for anyone who has ideas for my fic please mention them in your reviews. If you get more ideas after than then I will hear them in private messages but make sure it's well thought out ideas before sending it.**

 **I hope you all enjoyed this chapter and the first step it's taking to bringing an adult Ben into the Marvelverse.**


	2. The Arrival of Conflict

**BEN 10 AND AVENGERS EMH DOES NOT BELONG TO ME. THEY BELONG TO THEIR RIGHTFUL CREATORS AND WHOEVER CURRENTLY OWNS IT SUCH AS; CARTOON NETWORK AND MARVEL.**

 **A/U: Last time Ben fought against an Omnipotent powered Vilgax after he laid waste the Galvan and Anodites homeworlds. Using Alien X the two cosmic powered beings collided in an epic battle that shook the universe. With their powers evenly matched Ben sent them to an empty dimension to finish their battle where he and Vilgax unleashed a universal big bang to try and destroy the other. However the collision of opposing powers instead resulted in both of them disappearing from the world to new parts unknown.**

 **Now it's time people, we're going into the world of Marvel as our hero enters their world. What will happen? What will he go through? Where will he land? Who will he meet? You'll find out now as you see for yourselves here and now folks.**

* * *

 **Chapter 2: The Arrival of Conflict**

 **Planet Earth in another Universe**

The city of New York was bustling as it always was as the people went about their day like usual. The streets were full of people wandering about. However up above the city was a sight to behold as a massive aircraft carrier like ship was flying above the city. The air craft carrier like ship was grey in color and possessed 2 large turbine like engines on both sides, 6 large cannon like weapons on the command sector located on the back, 3 similar cannons on the sides of the command platform and possessed more viewing areas and large guns on the underside of the ship along with fin like structures for maneuverability. At the highest point was another viewing area that looked strangely like a smaller spaceship that could detach from it.

Within this mighty battle station were a large number of personnel wearing matching black uniforms as they sat before computer screens viewing their aircrafts systems, checking information from their spies, watching for news reports of any large scale incident and anything else that would warrant their attention.

Standing in the middle of the command center was a tall and imposing black man with a goatee and shaved head. He had a fit form showing a muscular frame that was well hidden by his clothing. He wore a black bodysuit uniform with gun holder straps on his left leg and chest. His left eye was covered by a black eye patch that failed to diminish the intense look he had as he gazed at the view of the city. The man stood as unmoving as a statue.

"Reporting in Director Fury." A male voice called breaking his stillness as the one eyed man turned to address the one who called.

The male in question was a white man who was wearing a business like suit, had a thinner frame and had short brown hair like from a buzz cut that was growing out. He had his hands behind his back in a respectful manner and had a neutral expression on his face thought it almost seemed like he was smiling beneath his exterior.

"Speak up Coulson." The one eyed man said in a tone that made it sound like an order despite it actually being casual.

"Our men have learned that Hydra has made contact with the crime lords of North Korea and are planning to sell them new weapons on the black market, we've learned that another section has set up a storage and training base on a remote island located somewhere in the Pacific ocean and lastly there's been word that Hydra has begun negotiations with purchasing new tech from A.I.M." Coulson said with a monotone like voice.

"Send Natasha and Barton to clean up that island and either destroy or attain whatever tech they can from there." The commander ordered before he paused for a moment. "Where's Maria currently?"

"Still on her current mission in Washington to bring down a terrorist cell who we found to be planning a bombing strike. Last I heard she was close to finishing taking down those lowlifes." The business suit wearing man answered.

"When she finishes tell her I want her to return here, in the meantime send Agent May and her team to North Korea to dispute that meeting and apprehend every last Hydra agent she sees." The eye patch wearer said.

"Anything else Director Fury?" The business looking man asked.

"Just one, has there been any new developments with our old friend Wolverine at Xaviers?" Fury asked wondering if anything has happened recently considering how often that man's group got tangled up with something.

"Not at the moment sir, things are quiet for now, though we both know how it doesn't stay that way for…" Coulson's words went unfinished as suddenly from over the horizon a massive flash of light was emitted before a white wave of energy like a solar flare from the sun washed over the land, passing over the entire city faster than a jet plane and hitting the Shield Helicarrier dead on.

All too immediately the ship shook as if it were caught in a storm as the personal grabbed whatever they could to keep from falling while some weren't so lucky and fell down before sliding around as the Helicarrier tilted back and forth. All the computer screens onboard were now flashing red alerts from multiple system failures.

"What the hell is happening!?" Nick Fury yelled out demanding answers from someone as he held onto a railing that was close by while Phil Coulson did the same after barely catching himself.

"An unknown energy source has blown over us and the entire city, all systems are showing a completely failure! Our network has crashed, the engines have stalled out and we're losing altitude!" a different male reported as he held on.

"Guide the ship to the East River for an emergency landing and get me our people on locating the origin of that blast wave. I want to know who's responsible for this!" Fury ordered out as he was now angry at whoever just attacked and basically disabled their base.

* * *

 **At the same time in another location**

Deep in the Himalayas where a secret and secluded temple was located was a man who was perched on the roof as he floated off the ground in a meditative pose. His eyes were closed in peaceful concentration as he wind blew around him.

That all changed however when he sensed the foreign explosion of energy across the seas. His eyes opened wide in alarm at what he felt, the power that was just sensed was greater than even his worst enemy which worried him deeply.

 _"_ _Something foreign has entered our world."_ He thought in concern before he stood up and floated down to the entrance of a chamber where someone was already in as said person saw him enter. It was an African man wearing grey robes, he wore silver glasses and had a brown beard that was strangely grey at the ends for some reason.

"Is something wrong?" the man questioned when he saw him come in before he finished his routine meditation which was odd since he tended to follow things down to the last second.

"Something has come up Hamir, it would seem our world has just gotten a new visitor from beyond." The man said, earning a surprised look from the one now known as Hamir.

"Is this the work of our foes from the Dark Dimension?" Hamir questioned wondering if their Mystic Order's greatest enemy was making his return once more.

He shook his head. "No this isn't someone from the Dark Dimension whoever this is has come from someplace I am unfamiliar with."

"Someplace your not familiar with!?" Hamir questioned in disbelief since his master was very knowledgeable in the mystic arts and the other dimensions after all the studying he did to become who he is now. For him to not know the origin of the new invader was something he didn't know if he should be worried or amused. "We should contact the Sanctums to let them know of this development." he said while turning to walk out of the room but stopped when his master raised his hand telling him to stop.

"No not yet Hamir. I must first investigate this matter to determine if this being is a threat to us or a mere humble visitor. Wait here until I return." He said before his arms spun around the air to create a circular fiery portal in the air which he walked through and vanished from sight as it closed.

* * *

 **15 minutes later**

"Somebody had better tell me something!" Nick Fury bellowed out to all personal before him.

After the Helicarrier managed to make a safe water landing in the Manhattan river, Fury wasted no time in trying to gain answers. Whatever force had hit them had also hit the city and after rebooting their systems they found out that the power to the entire city had shut down. Only places with backup generators were getting back their power while the city worked on fixing the problem.

"Sir we've gotten a report from the Big House all the electronic systems there have been shut down and the prisoners are out of their cells now." A male Shield agent with brown hair reported.

"Any danger of it returning to normal size?" Fury asked because if that happened then the whole place would sink beneath the river from all that added weight.

"As far as we can tell that's a negative sir. It seems that whatever hit us didn't affect the Pym particles keeping the prison shrunk.

"Then forget about it for now. Those prisoners are no threat but have the guards make sure none of them leave." Fury ordered before a thought came to him. "Any word from the Raft?

"Yes sir, the Raft reports that there was a spike in their system but thankfully the backup's kicked in and none of the containment cells were shut down." The same agent replied.

"Good and make sure that doesn't happen. I don't need to remind you how dangerous the captives in that prison are." Fury remarked while his mind flashed an image of a certain man he had locked up there a few years ago after an experiment caused him to gain incredibly powers that his team still couldn't find limits to. God help them if he ever woke up. "Have you tracked the origin of whatever passed by us?"

"I'm afraid not sire, it seems that our satellites are still down. Whatever hit us also hit them, they're still intact but the systems are offline." The agent answered grimly.

"Get our tech squads to begin repairing the systems. I want all communications, systems and our network fully restored before this day is over. I won't stand for us being left blind." Fury ordered before turning to Phil Coulson. "As for you Coulson I have a new mission for you."

"I think I already know what it is." Phil Coulson replied but waited to hear it just the same.

"You're to meet up with Agent May who I've decided to change her mission to assist you in checking our other outposts. After that I want you to go get Hank Pym and bring him here so he can run a check on the Big House and perhaps find more answers for us." Fury ordered while Phil got a thoughtful look.

"Shall I get Stark to fix the satellites?" Phil asked earning a sigh from Fury, he clearly didn't have enough patience when dealing with that man for a prolonged period of time.

"Only if you can assure me he doesn't try hacking into our database again to steal our information." Fury threatened as he didn't like Stark when he went sticking his nose into his business especially when he also hacked and took information he felt Tony didn't deserve to have.

At hearing that Coulson frowned since when it came to Stark and confidentiality the two didn't really go together. "I make no promises, though I can at least say I'll try."

Figuring that was the best he'll get Fury nodded. "Get to work then."

* * *

 **Elsewhere**

In a place that had large open dry lands the sun was beaming down as it was in the middle of the drought season. Within this wondrous but treacherous terrain was none other than Ben Tennyson who was passed out on the hot dirt and under the scorching sun without even shade to give him some relief.

His fingers twitched as consciousness started coming back him and his eyes slowly opened but then quickly closed again due to the brightness of the sun.

"Uhhh what happened?" Ben asked himself as he shielded his eyes with his hand to block out the sun before he slowly opened his eyes and froze in his place.

Standing just under 100 feet in front of him was a large White Rhino that was gracing the field and enjoying some green grass. The animal in question had thankfully not noticed him yet.

 _"_ _A Rhino?"_ Ben thought in surprise before he trailed his eyes around to see his surroundings. _"Large open terrain, a White Rhino, scorching sun… a herd of Wildebeests?"_ he thought the last part when he caught sign of said herd at a far distance moving about which made him realize his location. " _I'm in Africa!? How the heck did I end up in Africa!?"_ his mind going over what happened as he remembered Vilgax's invasion, their cosmic battle and then when they both launched a universal big bang at each other to erase the other from existence the blasts collided, there was a blinding flash before an explosion followed after as they both got enveloped by it.

 _"_ _Well at least I know I'm not dead."_ Ben thought with some upside to his situation. He then looked back to the Rhino and saw that it had turned away to eat some grass at another spot. "Ok now's my chance." He whispered to himself before he slowly got up while being careful to not make any noise to startle or catch the animal's attention.

He stood up straight and quickly looked behind him to see there was a tree within walking distance that would provide shade and hide him from the Rhinos view. He backed up away slowly and once he got enough distance he ran to the tree where he got behind it and peeked out to see the Rhino looking to the side for a moment before it went back to eating its afternoon meal.

"Phew well that's one problem solved." Ben said before he brought the Omnitrix up and dialed a code into it. "This is magister Ben Tennyson calling Plumber HQ do you read me over?" he called over the communication.

 **(Static)**

Ben raised an eyebrow at the sound of static but tried again. "Ben Tennyson calling HQ do you read me over?" he said a little louder this time.

 **(Static)**

"I'm not liking this." Ben said with a bad feeling wondering if Vilgax had not only survived but carried out his plan…. No he couldn't think that. If that was true Vilgax would've already returned to destroy Earth again while he was knocked out, in which case he wouldn't be standing here. He tried imputing another code on the Omnitrix when all of a sudden it flashed red and green sparks burst from the main button startling him and making him pull his hand as far away from his face as he could. "What in the name of… Omnitrix run systems check!"

 **"** **Syst… rror… damage detec... commen… repairs."**

Ben got a worried look at that hearing that. The Omnitrix hadn't suffered any system errors since he was a teen. The self-repair function was something Azmuth installed so that in the event it suffered damage it could repair itself without him having to go to Azmuth anymore for help. Ben thought it was because Azmuth was starting to feel old and was worried what would happen if he passed away eventually.

"Estimated time for complete repair?" Ben asked the watch.

 **"** **Unknown. Damage is extensive."**

Ben frowned at that before another thought came to mind. "List all functions that aren't working at this current time." He ordered, wanting to know how bad things were. The Omnitrix beeped for a moment before it flashed yellow and projected a holographic list of all systems that weren't functioning.

 **Plumber Communication System: Offline**

 **Dimensional Beacon and Communicator: Offline**

 **Ultimatrix System: Offline**

 **DNA Life Form Scanner and Sampler: Offline**

 **Alien Language Translator: Offline**

 **Self-destruct Sequence: Offline**

 **Security System: Offline**

 **DNA Recognition System: Offline**

 **Plumber Mapping System: Offline**

Ben raised his eyebrows in surprise at the list of systems that were offline now. That wasn't good, most of them were important functions for combat or necessary features. "Are my transformation and master control functions still working at one hundred percent efficiency?"

 **"** **Systems are online but master control is at diminished power. Your transformations can only be maintained for approximately 10 minutes before you revert to human form unless you change alien form before the time limit is reached. All other systems are intact and stable."**

"Ten minutes huh." Ben mumbled to himself figuring it could've been worse. "Guess I'll have to check again later." He then turned to the horizon. "Looks like I'll have to pay a visit to the African branch of the Plumbers. I hope everyone there is alright. He said with a sigh, since the mapping system was offline and he had no idea where exactly in Africa he was in, he couldn't navigate his way there. "Question is how do I find it?"

He could fly around the pace till he found civilization but that would take too long. Not to mention this heat was starting to get to him and he was starting to get thirsty. Maybe try Echo Echo's sonar to detect where he should go, no that wouldn't do this place had too many mountains that would obscure any readings.

Finally after some thoughts Ben snapped his fingers in realization. "Of course I know the perfect hero for the job." A green flash of light immediately burst from him as he made his choice and his form was now replaced by a black humanoid figure with one green eye, 2 antennas, four fingers and a tail where they all had plug like tips. "It's time for Feedback to give me a heading on where to go."

Feedback raised his two antennas and aimed them across the land. This was a new ability he discovered the Conductoid possessed, with his antennas and finger tips he could reach out and sense sources of power nearby whether it was a city, a base, a ship or anything that uses or emits a power source from basic electricity to alien energy's. His range so far was at least 25 miles.

His antenna's picked up a very small trace of power in one direction which he guessed must be a village or town. He altered their trajectory to search for larger power sources when his lone eye widened at a sudden sensation he felt. His receptors just picked up a HUGE amount of power far ahead of him. The amount was staggering like the kind a large city would have. He'd never used Feedback to find a Plumber base before but this certainly seemed like the most likely candidate. "That must be the base."

Another flash of light enveloped him before his form was now replaced by what looked like a grey colored ghost with one eye who was floating off the ground. "I should be there in a while if I fly there. Better to be careful not to have someone see me and freak out." With that Ghostfreak turned invisible before flying off in the direction he felt the base was at.

* * *

A few minutes later Ghostfreak continued his flight course over the lands of Africa as he headed towards the energy source he had felt, but as he flew he saw no signs of any civilization on the horizon which left him confused.

"Strange I should've seen signs of something by now." The Ectonurite said to himself in confusion. "Did I perhaps fly off course?" he wondered before deciding to recheck the location for where he was heading. With that, the ghostly alien flew down under a tree which provided some shade before he transformed into Feedback once more with a thought.

"Let's see where it's at now." Feedback muttered before he raised his twin antenna plugs in the air and started to search for signs of energy again. It didn't take long for him to detect the same massive source of energy which seemed to be coming from where the mountain and forests were located. This simply brought more confusion to Ben.

"Strange...my senses tell me it's somewhere where that forest is...but I didn't see anything when I was flying over the lands." Feedback pondered to himself wondering if his senses were also malfunctioning as a result of the damage the Omnitrix was still repairing. Deciding to investigate a bit more, his body was enveloped in another flash of light and Feedback was replaced by a different alien.

This transformation was a yellow-skinned figure with bat ears and multiple eye balls over its arms, back, shoulders and even an eye on each palm, but none on its face, legs and chest area. He had a toned build and was shirtless, but was wearing black pants with a green belt around the waist where the Omnitrix symbol was displayed.

"Lets see if Eyeguy can catch an eyeful of what I'm looking for." Eyeguy chuckled at his pun before he used his multiple eyes where the irises narrowed and widened as they slowly looked left and right, his vision extending far across the land as if he were looking through the lenses of multiple telescopes at once. With his visual prowess, the humanoid bat-like alien zoomed in on the mountain and the forest, looking around it to see if there was anything else. After a moment he spotted something.

"Hmm a village?" Eyeguy wondered as he concentrated his vision to the first sign of civilization he's seen. The place was small having about just a little over a dozen small houses that were made from straw and wood. There were a few Africans going about their day; men, women and some horses were present, but strangely no children were in sight. He noticed that the men on the horses seemed to be carrying blades which meant they were guards, something he found strange for a village like this but then again he wasn't one to judge. If it helped them feel safe then good for them.

"Guess I'll go ask them."

The village was about 2-3 miles away so Eyeguy figured it was better to change into a more suitable form. With another green flash his form was now replaced by Ghostfreak again before he turned invisible and flew towards the village. When he got close enough, the Ectonurite flew into some cover before changing back into Ben without being seen since he figured it would be better not to risk spooking them. So with that he began to walk towards the village.

* * *

 **At the same time in the African Village**

The residents of the small village were going about their current day. Some were working on the roofs of their huts; others were making new clothes or even weaving baskets to be used in their daily collections of produce from the small amounts of crops they were able to keep going in the African climate.

Walking around the village was an African who stood tall with a firm poise while he wore long black pants, black boots and what looked like a poncho of some sort decorated with tribal markings which hid his body leaving only his neck and head as the only part visible that could be seen. Dark colored eyes scanned the area around him with practiced vigilance and he scratched at his goatee as the heat irritated the skin beneath. The most noticeable part of his profile were the 3 rows of dot markings on his face that went from the side of his nostrils and curved upward to where the ends of his eyebrows reached which gave him a more intimidating look, like a warrior.

He approached an African woman who was wearing a dark blue gomesei with yellow tribal markings stitched into it and a red sash around her waist. A straw hat was covering her head and she wore sandals as she was working on her beads. She turned to him when she saw his approach.

"Good afternoon, Sabra." The man greeted the woman known as Sabra.

She gave a nod while smiling. "Good afternoon to you to W'Kabi," she greeted back. "Looks like another good day for Africa. Is there something you need from me?"

W'Kabi shook his head. "Not at this time, though I have heard that tension between King T'Chaka and M'Baku is growing and it seems a fight between them may take place eventually."

Hearing that Sabra frowned, she and everyone else were well aware of M'Baku and his long standing rivalry with the king. For years he's proclaimed his views on how the land and their civilization was becoming too weak and dependent on their natural resource. He has challenged their king to combat for control before but has been defeated. Now thought it seems another challenge was on the way.

"You would think he'd learn to stand down after his previous defeat." Sabra spoke sighing.

"I get the feeling the day will come when their rivalry will be passed down to their descendants." W'Kabi mentioned before his eyes caught sight of someone approaching the village. He at first thought it was someone coming to report some information from another tribe but those thoughts instantly vanished when he saw the person was not African.

The brown haired man trudged out of the nearby brush, dusting off the stray bits of dust and grass while mumbling too himself. Judging from his annoyance, it was probably due to the way his green and black t-shirt, brown pants and black sneakers were now a bit dirtied.

W'Kabi's eyes narrowed as he approached the outsider, taking in his appearance. He was young but appeared quite strong as lines of definition allowed one to see his musculature quite well. These were the signs of strength earned through combat, not merely going to the gym daily. W'Kabi's dark colored orbs met striking green ones, but what immediately drew his attention was the odd-looking time piece present on the young man's wrist.

As a member of one of the world's best technologically advanced nations, W'Kabi new instantly that the device was obviously not a watch. After all, it had no clock face present. Other than that the stranger did not seem to have anything else on him.

As the man drew closer, one of W'Kabi's hands remained tightly gripped around his walking staff while his other drifted into obscurity behind his poncho to secretly grasp the hilt of his hidden sword. For appearance's sake though, he offered a friendly smile as the stranger drew closer.

"Hello, traveler." He greeted to the stranger.

"Hi there!" Ben returned the gesture.

 _"_ _American."_ W'Kabi recognized the accent instantly. "What brings you to the village of Wakanda?"

"Hmmm...I'm actually wondering that myself." Ben hummed in thought. "I mean, there's no Wakanda where I'm from and even though geography wasn't exactly my best subject in high school I'm pretty sure I know the world map well enough..."

"Well we are a very small and insignificant nation in relation to the rest of the globe at large. There is a slim possibility of you never even hearing about our little village."

"Little village?" Ben questioned almost as if confused by what he heard.

"Yes." W'Kabi nodded stiffly as he gestured to the scattered array of huts.

"I believe you that this is a small village that you're showing me here, but...I'm pretty sure I picked up an energy signature large enough to be a part of an urban city."

W'Kabi felt a bead of sweat coming down the side of his face, his grip on his hidden sword tightening as Ben's expression grew increasingly skeptical. Ben hummed in thought, completely unaware of the tension between him and the warrior of the Panther tribe.

The green eyed man's eyes widened slightly and he extended a hand towards the Wakandan making said Wakandan's muscles tense in preparation for combat, but he immediately forced himself to stop from drawing his sword as he caught sight of the sheepish grin on the young American's face. "Sorry I'm being rude, my name's Ben. Ben Tennyson. You've probably heard of me."

"W'Kabi. I am one of the warriors of the village of Wakanda." W'Kabi grasped Ben's hand in a firm handshake. In a split second, the Wakandan stared at the young man's wrist, drinking in the appearance of the Omnitrix. _"Definitely not a watch."_ "I am sorry to say Mister Tennyson, but I have not heard of you. Should I have?"

"Huh? Really?" Ben's eyes widened in shock. "But...this is Earth, correct? I'm in Africa right, so this has to be Earth or...at least some variation of it right?"

"Excuse me?" W'Kabi's questioned, not getting what he was saying now.

"I'm Ben Tennyson, wielder of the Omnitrix and savior of the known universe? Dude, I'm like a celebrity across the cosmos, how could you not have heard of me even if this is an alternate Earth? Every Earth I've been to has a version of me, even if some of those versions are evil." Ben's eyes then widened as a look of realization crossed his face. "Unless this is an Earth where I don't exist?!"

W'Kabi's wide eyed expression remained static for what seemed like an eternity as he processed the Omnitrix wielder's words. The dark orbs then narrowed and he could no longer withhold himself and drew his sword. The vibranium blade hummed as Ben backed away with his hands up but reader to slam down on the Omnixtrix as the weapon of Azmuth activated itself in response to the danger.

"What is that!?" Ben questioned from seeing the high tech weapon. Clearly he was on the right track of that reading he followed and had stumbled upon perhaps the guards to the hidden entrance.

The other citizens of the village immediately took notice of W'Kabi's actions and the civilians were immediately ushered back into their huts while the warriors emerged to stand beside their fellow Wakandan. Two dozen Wakandan warriors now stood at the ready as they drew their blades and spears, pointing them at the outsider.

"Look W'Kabi, I'm not looking for trouble. All I did was pick up on an energy signature that is far too large for it to be just a little village." Ben explained as he tried to be reasonable to avoid conflict and possibly causing an international incident for all he knew. "I don't want to fight, but if you force my hand, I will."

"Energy signatures?" One of the other warriors gripped his weapon tighter than before. "Why are you here?! What are you looking for?!"

"W'Kabi, this American is clearly suspicious." Another guard stated as her twin swords shone in the African sun. "We cannot let him leave this place."

"I concur, T'Yami." W'Kabi stared harshly at the wielder of the Omnitrix as the young man's hand remained hovered over the raised portion of the watch-like device. "Mister Tennyson, stand down and come with us for interrogation or excessive force will be used."

"Hell no, man. Interrogation is not my thing!" Ben exclaimed while he backed away once more, but the Wakandan guards slowly inched closer to him. "Look I told you I don't want to fight!"

"That's all people who approach Wakanda say!" Another guard snapped. "You Americans are famous for your lies! If you think we will believe your words at face value then you will not find a fool amongst us!"

"Mister Tennyson...I apologize for this." W'Kabi stated before moving to strike.

 _"_ _I didn't want to do this, but..."_ Ben sighed internally before he pressed down on the Omnitrix. A flash of green light forced the Wakandans to halt their charge, but as they blinked the green out of their visions, their eyes widened as they caught sight of the being now standing before them. It was a green and black humanoid plant like being with a red, yellow and orange colored face covered by a large V like collar and flame like horns on his arms. The symbol from the strange device was on his belly.

"Wh-What is this?!"

"What are you?!"

"Monster!"

The guards stamped their feet on the ground, their leg muscles tensing before they pushed off at a speed that most would probably register as superhuman. This was simply a testament to the level of physical training the Wakandans endured to guard their country. Swampfire bobbed and weaved around the slashes and stabs aimed towards his person. Large magenta hands snapped up as a pair of spears were swung down with the intention of tearing into his chest, and the Methasonian's superior might allowed him to push the spears back and cause their wielder's to backpedal.

W'Kabi then saw his opportunity as he slipped between the gap in comrades and unleashed his blade. An arc of silver marked the path of the vibranium sword, W'Kabi's slash was so fast, and the Methasonian and the Wakandans watched as a pair of green arms fell to the ground lifelessly with an audible thud. W'Kabi then spun the sword in his fingers before stabbing it forwards, impaling Swampfire through the abdomen.

W'Kabi held his blade in the Omnitrix wielder's body and said Omnitrix wielder stared down at the sword in his body with pure shock written across his face. There was a deafening silence for what felt like an eternity, but had only lasted for a few seconds as the Wakandans were all caught off-guard when they took note of the scowl that crossed the plant-like humanoid's face.

Swampfire's eye twitched in annoyance. "Dismembering and skewering someone who didn't want any trouble. Well I don't know about you but that's just plain rude. So allow me to give you my response to your rudeness."

A pair of vine like protrusions extended out of Swampfire's arm stumps before attaching themselves to the fallen forearms and reconnecting them to the main body. One arm then grabbed W'Kabi by the scruff of his neck and tossed him aside like a sack of potatoes. As the Wakandan swordsman landed painfully on his back, Swampfire reached down and removed the sword in his body and gave it a once over before he tossed it away like he did W'Kabi not a moment earlier and the eyes of the African natives watched as the stab wound stitched itself closed almost as if by magic.

"What sorcery is this?" A different Wakandan warrior asked out loud after seeing such a bizarre recovery.

"This is just Swampfire's normal regeneration ability, dude. If you want to see actual sorcery then you're gonna wanna call my cousin, Gwen." Swampfire chuckled before pulling out a few of the seed spikes on his elbows. "But if you want to see something close to it then how about this? Abracadabra!"

He pelted the seeds on the ground and the Wakandans watched in shock as the seeds immediately burrowed their ways into the soil. The dry earth suddenly shuddered and cracked before large vines erupted from the bowels of the planet. These large vines wrapped themselves around the Wakandans' waists and hoisted them up in the air and flailed around like serpents.

"Those vines are as thick as two femur bones and just as hard, so you're now getting out any time soon." Swampfire dusted his hands off with a confident smirk. "Now will you just calm down and let us talk this out."

"For the safety of Wakanda! Never!" A female guard cried out before she managed to stab her vibranium weapon into her vegetative bindings. Swampfire's eyes widened as he saw the blade cut through his vines like a hot knife through butter. The other Wakandans performed the same act with the same amount of ease and thus the Methanosian was quick to pick up on the fact that those weapons were obviously not normal.

"What are those weapons made of? You can't cut through my vines like that with things forged from your everyday steel."

"You'll find out after we carve out your heart." The same female guard spoke out.

"Your starting to sound like Khyber, woman." Swampfire muttered to himself before turning his attention back to the guards. The spearman charged and delivered a series of rapid thrusts which Swampfire parried with his hands before hopping into the air as the spearman went for a low sweeping strike. As he was airborne, another spearman had already been on the move and used his partner as a springboard by jumping off of his back. The spear lodged itself into the Methanosian's shoulder and the momentum pushed Swampfire back, forcing the alien to dig his heels into the dirt as he skidded backwards.

"Can you stop stabbing me?!" Swampfire shouted as he pulled the pole arm out of his shoulder. The Wakandan's grip remained active and so he was thrown aside along with his weapon against the body of the first. The two were sent rolling along the ground before glancing up in time to see Swampfire charging across the battleground and grab them by their faces. With a roar, Swampfire raised the two up and smashed them back down the ground with enough force to render them unconscious in an instant.

"You do not bleed." The spearman noticed as the Methanosian's flesh regenerated once more.

"And this is definitely not steel." Ben replied as he looked down at a spear, observing the way the entire weapon's silvery-black composition shone in the sunlight. Swampfire raised a hand and the Wakandan's were once again shocked to witness the alien life form whip out another one of its abilities. With a ball of orange-yellow fire blazing brightly in his palm, Swampfire glared at the African natives.

"Don't make me use this." The plant alien warned.

The Wakandans ignored the warning and charged making Ben sigh. Swampfire unleashed his flames in an arc, a path of fiery destruction creating a barrier as it came into the contact with the dry earth.

"Shields!" The voice of W'Kabi returning to the battle echoed through the air. The Methanosian's green eyes narrowed when he saw ten blue lights piercing through his flames, those lights revealing themselves to be what appeared to be hard light energy shields being generated from the cloth gripped in the Wakandan's hands.

"Ok you are definitely not some random village if you have energy shields like that." Swampfire commented.

"WAKANDA FOREVER!" W'Kabi released the national battle cry of his people and the other nine guards echoed the exclamation. Swampfire shook his head before raising his hands in a boxing stance. He didn't want to hurt them, so he was holding back, but it was time he ended this battle. He was the savior of the bloody universe and it would be a stain on his record if he could beat Vilgax but not ten tribal warriors from an unknown African nation in an alternate Earth.

Two guards led the charge with their swords. Arcs of silver lined the air as they aimed to render Swampfire to mulch, but years of battle experience and enhanced alien physicality allowed him to easily dodge the storm of vibranium. Green eyes shifted every which way to keep track of the attacks until Ben saw his opening. He grabbed the female guard by her wrist as she aimed to slice open his abdomen with her left sword. He then pulled the dark-skinned woman towards him and drove his knee into her stomach, her vision blurring from the sheer force of the impact before gripping her by the back of her head and slamming her face first into the dirt to render her unconscious.

Her male counterpart did not take too kindly to the act and so threw his spear towards the wielder of the Omnixtrix. Swampfire easily shifted his head to the side and dodged the attack only to quickly duck as the guard lashed out with a strong roundhouse kick to the head. Ben attacked the young African's balancing leg which knocked him off balance and onto the ground, but the guardsman quickly rolled with the fall before Ben's follow up stomp could crash down on his chest.

The guard planted his hands on the ground and utilized his well-trained muscles to perform a cat-spring and push himself back to his feet while simultaneously using the motion to drive his feet into Swampfire's stomach. The force of the attack had Swampfire skidding backwards slightly, but the Methanosian was quick to recover and blocked the sneak attack that came from behind, vibranium sword being at bay between his palms as the glare of the guardsman met his green eyes.

Ben shifted his body and made the Wakandan tumble through the air, but the African man righted himself and latched onto outstretched arm of his fellow guardsman. The sword wielder was swung around in a full circle before being hurled back towards Swampfire at breakneck speeds as the Methanosian was dodging the thrust from a female guard's spear. The inevitable collision had the Omnitrix holder stumbling forwards as the sword wielding guard slammed the point of his sword into Swampfire's back. Reacting quickly though, Ben reached behind and grabbed the guard by his shoulders. Earth met sky for the sword wielder as he was flung overhead and slammed down onto the ground with terrific force.

"That makes four." Ben counted as he eyed the remaining eight.

He ducked and weaved around the spear thrusts and sword slashes as the eight pounced like a pack of wolves upon their prey. There was no denying their skills, but they weren't Plumbers and they sure as hell weren't as superb as the weapons they held.

Swampfire went into a backhand spring to avoid the wide slash of a female guard's spear, but came to a pause as he balanced his body in a handstand. The guards were forced back as Swampfire spun on his hands, unleashing a twister-like barrage of kicks before he bent his arms and pushed himself skyward. Swampfire flipped in the air before igniting the methane gas which flowed from the pores in his palms.

"Shields!" W'Kabi ordered.

With a mighty roar, Swampfire crashed his fireball down on the ground and unleashed a powerful fiery shockwave raced across the battleground, ripping the earth asunder and sending a few of the Wakandans skidding backwards while some others were thrown off of their feet. Two managed to roll with the falls and recovered, but another two had slammed against a hard boulder and the trunk of a dead tree respectively, rendering them useless as indicated by the way they curled up into balls to try and reduce the pain that racked their bodies.

The hard light constructs did their best to shield the remaining six from the fiery attack, but as they recovered, their eyes widened as green eyes pierced through the resulting smoke cloud. The dust cloud was scattered as Swampfire's rapidly moving form moved at breakneck speeds, flames ejecting from his hands as a method of propulsion.

He moved faster than they could blink and one guard could only catch a glimpse of green in his peripheries before Swampfire dug a powerful fist into the side of his head and sent him flying into a bale of hay. The ground cratered as he ejected his flames once more to propel himself towards two female guards. He pushed himself skyward and landed directly between them, the ground cracking from the force of the impact.

"HA!" One woman stabbed her sword forwards, but Swampfire rotated and avoided the strike before ducking under the slash from the other Wakandan female. A strong elbow found its way into one woman's abdomen, driving the air from her lungs and forcing her to drop her weapon into his waiting hand. Swampfire immediately crashed the butt of the bladed weapon against the underside of the now weaponless woman's chin, pain exploding from her jaw as she was knocked off of her feet. He then spun on his heels and swept the other woman's feet out from under her and in one fluid motion, dropped a pair of seeds that released a pair of thick vines that snaked themselves around the two women's bodies. With his florokinesis, Swampfire controlled the vines to slam the two women against each other with enough force to knock them out.

With a nod of approval, Swampfire left the two unconscious fighters before raising his new sword and blocked the oncoming slash from another Wakandan's sole charge. Sparks flew as vibranium clashed against vibranium, but the angle of the Wakandan's blade strike was capable of knocking the stolen weapon out of the Methanosian's hands. A confident smirk crossed the African's face as he watched the blade stab itself into the ground.

"Hey buddy, you should focus on me." Swampfire smirked

"Huh?"

The power of the humanoid plant alien far outclassed that of a normal human's and so the crunch of cartilage that came with breaking a nose was as easy as ripping a piece of rice paper. The African stumbled backwards, blood dripping from his nasal cavities as his nose was now bent at an angle it obviously should not have been bent at. Dark eyes widened as the last thing he witnessed was a small fireball colliding with his chest and sent him flying through the air.

Swampfire's eyes then zeroed in on the two unknown Wakandan guards and W'Kabi who had banded together, hoping for safety in numbers. That idea was clearly not meant to be as Ben reared his arms back and plunged them deep into the bowels of the alternate Earth's African soil.

W'Kabi and the other Wakandans backpedaled as they felt the ground rumble beneath their feet. A pair of hands sprung out of the dirt, a fireball burning brightly in each palm. W'Kabi could only watch as his two remaining comrades in arms were blown back by the explosive force of the attacks, and his dark eyes widened as he saw his enemy gone from his previous location and in its place was a small hole in the ground.

"Pssst, W'Kabi." W'Kabi's shocked expression was still present as he heard the voice of Swampfire coming from beneath him. The ground between his feet cracked and shuddered before bursting apart as Swampfire emerged like a rapidly growing tree. The powerful uppercut that emerged from the bowels of the earth drove itself against the underside of W'Kabi's chin with devastating force, enough to lift the Wakandan guard captain off of his feet and into the air.

"Now please stay down." Swampfire exclaimed as he grasped W'Kabi by his ankles and swung the airborne man back to ground zero. A silent gasp escaped W'Kabi's throat as pain lanced through his back and before he could even attempt to recollect himself, Swampfire crashed his foot down on the man's torso. "I said...stay down."

"I'm sorry, but Wakandans do not break easy." A brand new voice spoke out.

"Huh?" Swampfire turned as a new voice reached his ears. As he was about to turn his head to see who the newcomer was, a powerful force impacted with the side of his face. Time seemed to slow down for the Methanosian, spittle and green chlorophyll-like blood escaping his lips before time returned to normal. The impact registered with Ben's body and he was sent flying through the air, bouncing across the ground several times with enough force to crack it before coming to an abrupt and painful halt as he slammed into the side of a boulder.

Swampfire groaned as he shook his head, removing the double vision and stars that circled around his head. "Geez what the hell just...What the hell are you?"

The newcomer stood tall and proud with a physique that was obviously very well-built. Said physique was easily highlighted by the way the armored black and silver suit clung to his body, but the interesting thing about the suit was that the helmet/mask portion of it looked very much like a panther's face. Yellow eyes looking over the unconscious Wakandan guards, settling a bit longer over W'Kabi as he made his way towards the captain.

"W'Kabi, I got your distress signal! What has happened?" The black suited man asked his fallen brethren.

"T'Chaka...my king..." W'Kabi groaned out.

 _"_ _T'Chaka, King?"_ Swampfire's eyes widened as he climbed back to his feet. _"Well shit, seems I've drawn their big bosses attention. If that punch was any indication then he's no pushover."_

"This outsider...he claims to have sensed...the energy signatures of Wakanda."

Behind his mask T'Chaka eyes widened in alarm "What?! How?!"

"We...do not know." W'Kabi's voice was raspy as he felt unconsciousness about to take hold of him. "We aimed to finish...him before he could...do anything...but he proves to be mighty indeed. A...shape-shifter of some sort."

W'Kabi fell limp after that.

"Shape-shifter?"

Swampfire felt the urge to gulp as the harsh gaze of the Wakandan king shifted to him. There was an air of authority and power that was held over the panther-costumed man, and while some would probably be laughing at his choice of dress, it was obvious that he could make them stop with just a look. Even if he needed to use force, the way the man just punched him and the fact he was their king made Ben very much aware of just how superhuman this man was.

"Just what the hell is Wakanda and why is all this freaky stuff happening?!"

"You are walking upon sacred ground, the ground of the Black Panther and King of Wakanda." With a flick of the wrist, Swampfire witnessed as silvery-black claws sprung to life from the gloves of the man who was most likely the Black Panther. "Do not expect mercy from me."

"Look your highness I don't want to fight." Ben tried to dispute another conflict but to no avail.

"You lost the moment to beg for mercy long ago, outsider!" The Black Panther took off, the ground cracking from the force at which he pushed off. Swampfire reacted on pure instinct and unleashed a wave of flame from his palms. The stream of fire tore a trench across the ground as it made its way towards the charging king, but to the Methanosian's surprise, the Black Panther's path did not deter as he was bathed in the fires. He was even more surprised when Black Panther was already within striking distance and a powerful punch dug its way into his stomach.

Swampfire's fiery attack was halted from the devastating strike, but Black Panther did not let up as a series of slashes decorated his torso before a powerful uppercut dug into his stomach and lifted him off of the ground. The king of Wakanda did not let up yet though as his powerful grip found its way around the Omnitrix wielder's ankle. With strength completely disproportional to his size, earth met sky for Swampfire as he was swung in a circle before he felt his body arc as he was thrown overhead and slammed into the ground with enough force to now be laying within his own personal crater.

 **"** **Transformation reaching limit." The Omnitrix informed.**

"Redirect power from Ultimate system to maintaining current form." Swampfire ordered as the Omnitrix symbol glowed green complying with his demand which went unheard by the Black Panther.

"HRAH!" T'Chaka brandished his claws and Swampfire's eyes widened as the vibranium weapons bore down upon him. Moving quickly, he rolled to the side and climbed back to his feet as the earth cracked from the force of the Black Panther's blow. The Wakandan monarch did not stop as he pushed forth and spear-tackled the Methanosian, but Ben went with the momentum of the tackle and rolled onto his back and planted his foot against his opponent's stomach and his hands gripped the man's shoulders tightly. With a powerful kick augmented by the bursts of flame that ejected themselves from Swampfire's palms, T'Chaka was sent careening through the air.

"Now I know they say cats always land on their feet, but let's see if that's true!" Swampfire slammed his hands into the ground, extending his arms like vines as they tunneled through the African bedrock. A spiderweb of cracks decorated the earth before Swampfire secretly released a seed from his hands. The seed underwent instant growth and the massive vine it had become burst out just under the area where T'Chaka was about to fall.

T'Chaka's eyes narrowed before he angled his body to avoid the vine as it lashed out to grab him. Swampfire retracted his arms and watched in shock as the Wakandan monarch dug his claws into the vine and delivered an uncountable number of slashes on his way down to ground zero. The moment T'Chaka planted his feet down, the vine had been shredded into mulch and he was already on a path towards Ben.

"Aw crap." Swampfire muttered as he unleashed a barrage of fireballs towards the Black Panther. With superhuman reflexes, T'Chaka zipped across the battlefield as a blur of black and silver. With what appeared to be well-practiced shows of flexibility and agility, the Black Panther avoided each and every fireball sent his way with explosions dotting the African land and leaving behind small clouds of black smoke and dirt. In the end, none of the fiery projectiles managed to hit their target.

 _"_ _Fast and good reflexes."_ Swampfire thought as the black and silver costumed man blurred into existence before him.

"You attack my people and now you will feel the wrath of their king!" The Black Panther's yellow eyes glowed menacingly in the light of the sun before he delivered an onslaught of blows. Two powerful punches dug into Swampfire's stomach before the Methanosian aimed to counter with a left hook. T'Chaka spun on his heels to avoid the strike before delivering a powerful kick to the knee joint that brought Swampfire down into a kneeling position. Once the much taller combatant was brought down, T'Chaka delivered another kick that crashed against the side of his opponent's arm as it was raised to block.

"Got you!" Swampfire adjusted his hand to grab onto the feline hero's ankle, but the king denied him the satisfaction.

"Wrong!" The Black Panther hopped into the air as he used his free leg to drive his knee against the underside of Swampfire's chin. With his leg now free, Black Panther planted a leg against Swampfire's face to push himself into the air even further before delivering a storm of kicks that had green blood leaking from the now burst lip. With the final kick, Black Panther back flipped by using his opponent's face as a springboard before falling back down. His claws lashed out, grabbing onto the top of Swampfire's head and with terrifying strength, slammed the Methanosian's head down into the ground with enough force to crack it.

Swampfire panted as bruises decorated his face and his green blood leaked from his mouth, a gargled cry of pain forcing its way out of his throat as the grip on his head was now directed around his throat. He felt the claws of vibranium dig into his neck slightly, his green eyes now meeting the yellow ones of the Black Panther mask.

"You are clearly not someone...or something...that is native to Africa, let alone the planet Earth." T'Chaka stated. "Not even America with all of their newfound superheroes bear someone like you and Stark is hardly someone to deal with genetic mutation experiments. As such, you are an unknown threat to the peace and security of the nation of Wakanda. You will be taken to the interrogation rooms of Wakanda and we will make sure you will know exactly the repercussions that come with threatening my kingdom."

"Listen pal...this grip on my neck...is really starting to hurt...so I'll just...let myself out if you don't mind." Black Panther's eyes narrowed as Swampfire raised a hand to the odd green and black hourglass shaped symbol on his chest, but the moment he did, a bright green flash blinded the Wakandan monarch. His grip was then lost and immediately he found out why as he looked at the floating metallic head of Lodestar.

"What in the world?!" T'Chaka's exclamation was all he managed to utter before the tuning fork shaped hands of the black and yellow alien unleashed powerful magnetic waves that forcibly repelled the Black Panther. Digging his claws into the dirt, the Black Panther utilized friction to halt his movements, but then he found himself no longer in control of his movements as the transformed alien's eyes glowed and he was raised into the air as if he were floating in zero gravity.

"Now I heard you were a king, so listen to me your highness...I am going to let you know that I could have ripped you apart eight ways to Sunday if I used any of my other forms. I told your men that I didn't want to fight. All I did was pick up on an unusually high energy signature, and I wanted to know what it was." Lodestar's eyes narrowed angrily. "Now I don't want any trouble so I'm going to let you go and I am going to leave. You guys like your secrets and given the weird and freaky stuff involving the metal that makes your weapons and that armor of yours, I won't tell anyone of what I saw here...if I can even remember where here is to be honest."

T'Chaka was silent as he glared at the Biosovortion.

"You're not trying to give me seven years of bad luck are you? You are a black cat aren't you?"

"Panther." T'Chaka growled out, but he released a grunt as he realized his current situation. "And why should I believe what you say?"

Lodestar narrowed his eyes. "Well for starters how about the fact that I didn't kill or severely harm your fellow warriors even though I could've done so easily as you've seen from your fight with me."

Black Panthers glare lessened a bit as his eyes trailed to the bodies of his defeated guards to see that it was true as they were all breathing and were just knocked out.

Seeing that he had gotten his attention on the matter Ben continued. "Now then as I was saying, if I were a bad guy then I would've killed them along with you and continued my curious search for what I sensed. However instead I'm going to release you and leave your home since you and your people have made it clear I'm unwelcomed here. So if you promise not to attack me again or send others after me I shall take my leave and not come back while keeping all I've seen to myself."

Black Panther said nothing at first as he seemed to think over his offer. While this unknown man was an intruder and from his powers and fighting skills was also a threat, he also saw he was being true with having not used deadly force and seemed to be genuine in his offer to leave. After a while Black Panther gave a small but reluctant nod.

"Very well, shape shifter. Release me and I will let you go."

"Great! Finally a peaceful resolution." Lodestar released T'Chaka from his magnetic hold and the Black Panther landed firmly on his feet, the vibranium armor absorbing the shock of the landing.

"Just know that if you do end up speaking of this incident, we will know who it was that spoke. And no matter where you go on this planet, Wakanda can find you." T'Chaka stated with a matter-of-fact tone. "It is not just a threat, it is a fact."

"...You can find me sure, but trust me king pussy cat..." Another tap of the Omnitrix transformed Lodestar into XLR8. "But you will never beat me."

Before T'Chaka could utter any sort of response, XLR8 took off as a blur of blue and black and all that was left was a trail of dust and dirt as he speed across the continent and away from them.

* * *

 **That's it for this chapter. Yes Ben landed in Africa so to all you who thought it would be New York sorry but (buzzer!). Why Africa? Cause anywhere in New York or the US would've been expected so I went with a more out of the box route. Yes T'Challa's father is alive but don't expect that to last cause Ben has simply landed a bit in the past. I just wanted to give Ben the honor of at least having met him once before it happened. Now as for Ben in New York you need not worry because he's not going to stay in Africa for long, that I can promise you. As for Shield well you'll see more of them along the way as they investigate.**

 **Now then if anyone had ideas they'd like to share then feel free to mention them in your reviews. I'm searching for ideas that would involve the X-Men, Fastastic Four or original small arcs involving single individuals encounter during his time in the Marvel world. I won't be taking ideas for what he can so in Africa since I already planned it out myself. So if you got ideas after reading the chapter then leave it in your reviews and if get more after that then you can PM me so I can hear them out.**

 **Until then see you next time.**


	3. The Meeting And The Big Apple

**BEN 10 AND AVENGERS EMH DOES NOT BELONG TO ME.**

 **Hey people, sorry if you felt it was a long wait but I needed time to think, write, look over and plan ahead for the future. Anyway the story continues in this chapter as Ben also tries to figure his next move.**

 **So with that let's get on with the show.**

* * *

 **Chapter 3: The Meeting And The Big Apple**

The sun was setting in Africa as a group of wildebeests were walking towards the river for a drink. They reached the large water source and after seeing no predators around they lowered their heads to drink the cool and refreshing liquid. They continued like this for a while before the sound of twigs breaking and grass being stepped on caught their attention and they looked up and to their left to see something peculiar.

An orange feline like creature with tiger like stripes on its back, sharp claws and fangs, a long tail with a fin at the end and no eyes was making its way to the river about forty feet from where they were. The feline looked at the wildebeests for a second before looking away and continuing to the river where it proceeded to start drinking as well.

Seeing that the predator like creature was ignoring them in favor of quenching its thirst the wildebeests went back to their drinking also while keeping an eye on the strange creature. After a minute the orange animal walked into the river till it was about 3 feet deep and then proceeded to roll on its back and soak itself in the water. He stayed in there for a few more seconds before getting out and then running the other way leaving them alone to themselves.

Wildmutt continued running across the land putting feeling refreshed after his drink and bath. He eventually came onto a large tree with bushes which provided plenty of shade before made his way under it and then transformed back into Ben.

"Well that solved my thirst at least." Ben said to himself as after his strange fight with those natives he began wondering what kind of world he was in. It was clear it was a world where a version of him didn't exist or if he did then he wasn't known worldwide meaning his counterpart likely didn't have an Omnitrix or a famous career. Although Ben figured it was likely more on the fact he didn't exist rather than the latter. "So what should I do now?" he debated internally on his next course of action.

It was a tough question. While he could easily return to his universe using Alien X that still left a problem which was Vilgax. He didn't know what happened to him, if he wasn't destroyed and also got transported somewhere then he had to find him and bring him in. The problem was he didn't know where his archenemy was. Was he transported into this universe also or was he sent to a different one? The thought left him baffled as given the size of the multiverse he could've ended up anywhere. It would be like trying to find a baseball in outer space. Not to mention that if his archenemy did end up somewhere else then that meant any natives of that world would be in danger.

"Guess I'll have to search the multiverse until I find him." Ben remarked before he thinking of Alien X to transform into. However to his confusion he didn't transform.

"Alien X." Ben spoke out loud the form he wanted to turn into but his growing dismay he didn't transform. He then raised the Omnitrix before activating it to search for his most powerful alien form.

For the first time in a long while an expression of horror spread across Ben's face as he saw his most powerful alien form wasn't in the cataloged alien list. "No…" was all he said as he tried looking through the list again but didn't find the Celestialsapien anywhere. "Omnitrix what's going on!? Where is Alien X!?" he questioned in slight panic wanting to know what happened to his best alien and frankly his only means of leaving this world.

 **DNA containment has been damaged from the massive battle, sample number 1008 codenamed Alien X is no longer within database. Believed to have separated from Omnitrix and is now somewhere in physical form on its own.**

"You mean Alien X is now out in the universe or even the multiverse and I have no way to find and reunite with him!?" Ben yelled in disbelief as his mind recalled when as a teen he messed with the improved Omnitrix which caused some of his aliens to be released into the world and how they would've vanished from existence if he didn't get them back. Now the same thing had happened to his most powerful alien and he didn't know how to solve this problem.

"Give me solutions to resolving this issue." Ben questioned the Omnitrix as it beeped for a moment responding with two solutions being displayed that he wasn't happy to see.

 **Locate different Celestialsapien and rescan it for DNA sampling**

 **Return to Primus and access back up database to reinstall Celestialsapien DNA**

"Both those options require me to return to my world which I can't do without Alien X." Ben remarked at the useless options before he tried to think of something else. Perhaps he could find some tech in this world and build a device that could send him home but that didn't solve the problem with finding Vilgax. Still he supposed it was a good first step in the right direction and it was better than staying stuck here indefinitely. The question was thought where would he find quality and how would he obtain it. Maybe those so called Wakandans had something he could use but given his first encounter with them he knew they wouldn't share it with him after what happened between them. He didn't want to consider stealing it even if it was for a good cause.

 _"_ _Guess I should look elsewhere at least cause I'm not going to find anything else in Africa that's for sure."_ Ben thought before deciding to head elsewhere for answers.

"Excuse me." A new voice spoke out startling Ben as he turned to see an area in front of him distort and swirl like a kaleidoscope as a man stepped out from it.

He was a Caucasian man who wore blue Asian style robes that formed a short skirt around his waist. He wore blue pants made of the same fabric along with boots. A brown belt was tied around his robe, with similar style belts that where wrapped around his arms, similar to how kick boxers wrap their wrists in fabric. He wore a pair of yellow gloves on each hand. A flowing red cloak hung from his shoulders while a golden amulet hung around the man's neck. Ben stared at the stranger who emerged from the odd looking phenomenon.

 _"_ _What the heck!"_ Ben thought in alert. "Who are you?" he said while taking a more serious posture.

"There's no need for hostility I am not here to fight, unless of course you show aggression first." The mysterious man said peacefully earning a suspicious look from Ben still as he remained on guard.

"Good to know but that still doesn't answer my question." Ben remarked while keeping an eye out in case others came out of nowhere also.

"My name is Strange, Stephen Strange to be exact." The man revealed while Ben raised an eyebrow at that.

"Strange? Well your name certainly matches what I think of you after seeing your entrance from nowhere." Ben remarked in amusement. "Did your parents give you that name or did you change it because you actually had one of those embarrassing last names you couldn't stand people knowing about?

 _"_ _Great…he's one of those annoying joker kind of guys."_ Doctor Strange thought with hidden annoyance. "I'm not going to continue this off topic conversation, that's not what I came here for.

"Fine then, so why are you here then?" Ben questioned getting back to the main talk.

"Why do you ask questions you already know the answer to?" Stephen Strange questioned back earning a sharp glance from Ben in response.

"You're here for me." he answered earning a small nod from the man. "What do you want with me? Cause let me tell you know if you're looking to bring me in for questioning then it's not gonna happen."

"Bring you in remains to be decided but as for questioning you I have indeed come for that." He clarified "I sensed your arrival into our world and have come here to see if you are an enemy or not. So which are you?" He asked the stranger.

Ben said nothing for a moment as he pondered on this man. He did approach peacefully so perhaps it was ok to talk about himself. He wasn't getting a bad feeling from him other than the sense that he was tough and not someone to be messed with lightly. Maybe he could even help him somehow.

"I didn't come to this world to cause trouble, heck I didn't even plan to come here at all. I just ended up crashing into this world after a battle with an adversary of mine." Ben revealed earning a hum from the Sorcerer Supreme at what he heard.

"So a battle caused you to end up here. It takes a lot of power to shatter the fabric of reality and open a portal to another dimension on accident." Doctor Strange said out loud while wondering how strong the man in front of him was to have caused such an incident. Since he mentioned he was fighting someone and didn't have any intention of coming here that meant the disruption was unintentionally caused by what might've been a collision of opposing powers that broke a tear in reality.

"I've told you my name so would you be kind enough to return the gesture."

"My name is Ben, Ben Tennyson." The hero revealed seeing no reason to hide his name.

"Well then Ben what exactly are you and what role do you carry in your own world?" He asked wanting to know the kind of person he was.

Ben said nothing at first as he was in thought wondering how much he should tell this stranger about himself and his universe. He should be honest but also cautious on something's for security reasons. "Well first of all I'm human and in my world I'm a hero. I've been fighting to protect and defend my world for quite a few years now from aliens mostly."

Now Strange raised an eyebrow. "Aliens you say, so your world has come into contact with them a lot?"

"You know about aliens?" Ben asked in surprise that this completely different world may have had alien encounters as well; then again maybe that's how those Wakandans got their tech, from aliens themselves.

"I am aware of their existence beyond our planet somewhere out in the universe though I have not met with one." Stephen Strange said while thinking about those from other dimensions also, although they wouldn't really be classified as aliens but more as interdimensional beings. "And what of this adversary you mentioned was he the one who banished you to this world?"

Ben shook his head. "He didn't throw me here if that's what you mean. We were in combat in another dimension I brought him to where there were no innocents around to be caught in the crossfire and when we fired energized attacks at each other they collided, there was a big explosion and then I awoke to find myself in this worlds Africa."

"And end up getting into conflict with the Wakandans apparently." The Sorcerer Supreme finished earning a stunned look from Ben at him knowing about it. "I was watching your approach to their village and the resulting conflict. You are quite a strange man being able to change your form to other beings despite your claim that you're human." He said getting a look from Ben before she continued. "But I also saw you trying to avoid the conflict and leave peacefully while ensuring no real harm came to those you defeated."

"If you knew that the whole time then why are you questioning me about my character or for that matter why didn't you lend me a hand to avoid further trouble?" Ben asked in annoyance while wondering how he had been observing him. He didn't see the guy so maybe invisibility or perhaps something more complex like viewing from a far distance using his powers somehow.

"To see if you were honest which I see that you are. I see that you are hiding something's but believe it is for a good reason whatever it may be. I sense no sign of evil from you and can conclude you are not a threat to my world regardless how powerful you may be." Stephen Strange said earning a surprised but pleased look from the hero.

"So since that's been cleared up do you think you can answer some questions for me?" he wanted answers about this world and the way it was to get a better understanding of it.

"Such as?" He wanted him to be specific.

"What is this world like, what's happening in it and is there anyone that can help me return to my world?" he listed off his main questions.

The Sorcerer Supreme nodded as he began telling him something's about the world he had found himself in.

* * *

 **Meanwhile back with Shield**

Nick Fury was rubbing his forehead after what he just heard.

After getting Hank Pym onboard to check the systems and help fix them. Coulson had managed to contact Pepper Potts who got in touch with Tony Stark to get him to fix the satellites. It was brought back online and reconnected to their network restoring their digital eyes on America but not without Stark pocking his nose again as Fury suspected he bugged or hacked the satellite while Hank had questioned him on what was the strange energy wave that blew past the city.

Apparently Stark's home was caught in the wave and his whole system was blown out, his trusty program Jarvis had been shut down and he wanted to know what caused it. Hank was similar as he was more curious about the incident. Apparently the wave of energy caused his helmet to short out and needed tinkering to fix, thankfully his suit didn't suffer the same fate. Nevertheless the two of them were now looking for answers. He already told Hank they didn't know what caused it nor had any suspects at the moment which he seemed to believe, Fury was glad Wasp wasn't with him during the visit, that young women was a handful sometimes.

The source of Fury's headache came when they ran a trace on the explosive wave and tracked what appeared to be something that had fallen to Africa which pointed to one thing… Wakanda.

He was aware about the existence of the secret civilization of Wakandans and their advanced kingdom. Though he had never seen images of the place he knew it existed somewhere in Africa. They were a country that Shield hadn't been able to infiltrate to gather info on. Not from lack of trying of course but with the Wakandans repelling all none natives it was a lost cause especially since they had their citizens marked with Vibranium in their skin which they haven't figured out how to replicate. He only knew about King T'Chaka and his son T'Challa as well as a select few people who have ever gone with them to world leader meetings. Now it seems a new threat has landed in the one country Shield has no eyes on. One of the major reasons for that was because the hidden city was always concealed from satellite view twenty four seven and it seemed like any satellites that might've captured something from the other smaller villages were hacked and had all footage deleted. And as if that wasn't bad enough he just got a call from the Security Council.

"I should considering having aspirins with me from now on." Fury whispered to himself as he turned to his crew members. "Status report?"

One of the men who were holding a clip board turned to him. "Sir the Helicarrier is back online and is air worthy, we can take off anytime you wish."

"Keep us in the water for now. I'm in no hurry to get back in the air." Fury ordered as the man nodded and then turned and left. The man thought to himself on how to find answers to what was happening when an idea occurred to him. Even if the African satellites couldn't pick up Wakanda perhaps he didn't need to see the hidden city. Maybe what he's looking for didn't land near their city but rather somewhere else around Africa. With any luck they might be able to get surveillance on the area and catch whatever it was on camera.

"Get me surveillance on Africa from the last few hours since our descent."

"So that's it huh." Ben hummed in thought after what he heard from the Sorcerer Supreme. Apparently this was a world full of super heroes and villains all over the world. The sheer number of them was more than ten times the number of human villains from his world which was surprising to him but then again the number wasn't as high as the amount of different aliens he had fought over his years. Still it was hard to believe he would end up in a world his year ten year old self would've considered a comic book dream come to life.

Strange had also told him a bit about himself and how he's a sorcerer belonging to a group whose job it was to protect the world from mystical threats. He had also told him about how there we're a special group of humans called mutants, people who developed powers from a special gene in their body awakening. That had come as a real surprise, ordinary people waking up one day to uncover super powers was quite something to hear. The last thing he said was that there were quite a few other people who were also super heroes and super villains.

"All that's all I'm willing to divulge." The sorcerer said while Ben hummed in thought as he processed all the information, thinking over what he should do now that he knows more about the unknown world.

"Any chance you can use your magic to send me back to my world?" The Omnitrix wilder asked hoping the so called Sorcerer Supreme had the power to send him home after hearing he was a powerful magic user like his dear cousin Gwen.

"My apologies but I cannot." He said sincerely. "Though I am very skilled and knowledgeable as well as being able to travel across dimensions I do not possess the capabilities to send someone across the multiverse. That is beyond my powers to do so."

"Then I remain trapped in this world with no way to return home." Ben looked down in dismay.

Stephen Strange saw this and his mind then thought about the Infinity Stones; more specifically the space stone but then broke that train of thought. Though he has come to believe Ben is not a threat to his world he wasn't willing to divulge such dangerous information to him. Besides he was searching for a quick way home and looking for an Infinity Stone could take months or even years to find which he likely didn't have time to spend and that's considering if he was even strong enough to utilize the stone in the first place cause if he wasn't then death was all that awaited him for his efforts.

"I may not be able to return you home but perhaps you can find your own way back." He spoke up causing him to look up and meet his gaze wanting him to elaborate. "In America within the city of New York and Manhattan there are many people who work with science and technology. They have studied and made many attempts to accomplish things that have never been done before." He then narrowed his eyes a bit "Even things that are better left unachieved. Though I'm not sure any of them have studied multiverse travel it remains the best place for you to find the answer you seek."

"New York huh, well this should be fun" Ben spoke with a smile at the thought of going to this worlds America. Already his mind thought about what kind of places he could see there and how different it would be from his world's version. But then another thought came to him and he frowned. "It'll take me a few hours to get there by flight especially without GPS to navigate my way there."

"I believe I have a better way to get you there." Doctor Strange smiled earning a puzzled look from Ben as he raised his hands and spun them around before he created another portal earning a stunned look from Ben.

"A transport portal?" Ben speculated when he saw an image that looked like the inside of someone's home.

"Good guess and one that leads directly to the New York Sanctum." He revealed before gesturing for him to enter. "You may enter the city from there."

"Thanks." He smiled before entering the portal and found himself stepping foot in what looked like the inside of a mansion. "Huh not a bad place they have here." He remarked when he saw what looked like a cauldron on a pedestal, a bookshelf and a few things that looked like artifacts.

"Who dares trespass here!?" An angry voice bellowed out as Ben turned to see an Asian man wearing similar robes to Doctor Strange standing at the top of the staircase looking at him with displeasure. The guy looked ready to jump down and fight him.

"Easy Wong, this man is with me." Strange said stepping through the portal as well. As soon as Wong saw him he dropped his fighting stance before he jumped down to their level and slightly bowed his head in respect.

"My apologies Strange, I did not know." Wong said as he lowered his head a bit in greeting before he raised it. "Though I am curious what brings you back to the New York Sanctum so soon?"

"I'm just dropping off someone in need who I found to require a little guidance to set him on his way." He spoke out earning a nod from Wong.

"Is he a new member?" Wong questioned since after the death of the Ancient One and their battle against Kaecilius they haven't had any new recruits.

"No he isn't with our order nor will he be joining." He said while waving his hand causing the door of the mansion to open showing Ben the street outside. "He's just leaving from here to continue his own journey."

"Yeah so thanks for the help but I better leave now while it's still daylight." Ben thanked his helper as he walked out of the building and into the city as he looked to see the tall buildings. He turned to Strange and waved good bye as he returned the gesture with a small wave before the door closed on its own leaving Ben to himself now.

He looked around seeing the tall buildings, the busy roads, the loads of people walking down the streets going about their lives. It looked like his worlds version but the lack of a flying city was one big difference for starters that and some buildings had advertising names he didn't recognize at all like Rand Enterprises and Hammer Industries. Clearly this world had different business that didn't exist in his.

"Hmm well I'm here now, guess I should start looking for someplace the sells tech." He said before looking up to see that the sky was still bright he saw a nearby clock showcasing the time and then tuned the Omnitrix to match it before he left the area to find another place. First thing he'll need is to get some money to purchase the supplies he needs. After that he just had to find a quality store to purchase some tech and then he can work from there to try and get back home or at the very least see if he could contact his world.

"Director Sir what're we looking at?" A male shield agent asked as he, the director and others were looking at a frozen image of a black blur that was running across the lands of Africa.

"Likely the cause of our troubles." Fury said as he stared at the blurry image.

After his team pulled out satellite footage of Africa they checked to see if anything was caught on sight. The looked up images from all the public places which turned up nothing and then scanning the wildlife areas. After a while they finally saw footage of what looked like something running at outstanding speeds surpassing any ground based vehicle.

An agent questioned if it was Quicksilver but Fury dismissed that idea as while the mutant could move at that speed his costume wasn't of matching colors not to mention that there wouldn't be a reason for him to be in Africa even if it was just for going on a run out of boredom. His father wouldn't want him risking a confrontation with the Wakandan people. Given the fact that the target was running in the opposite direction of where Wakanda was supposedly hidden he wondered if he had a confrontation with them already. If so that meant the hidden city viewed him as an enemy or intruder and forced him out of their vicinity.

 _"_ _Did this thing crash land in Wakanda or did he somehow find his way there and come into conflict with them forcing it to retreat?"_ Fury pondered at the possibilities. "Can we enhance the footage to get a better image?"

"Yes sir but not by much, whatever this thing is it's moving too fast for a clear image." A female agent answered before she stroked some of the keys to enhance the image just a bit. The image came into a bit more focus showing the body a little better but it was still too blurry to make out what the body really looked like. Although now they could also make out some blue colored features on the body as well.

"Whatever this thing is it has a tail and doesn't seem human." Fury remarked after seeing a long limb extending from its behind. Its body also looked like it might be covered in scales or perhaps an armor of some kind. The last thing he could make out was that it seemed to have claws or blades for hands. He wasn't sure due to the images poor quality but at least they had something to work with now. "Where did this thing go?"

"Satellites tracked the target moving to the open wild away from any nearby civilization." The same female agent said as she typed and showed footage of the dust trail continuing to move away before it suddenly seemed to come to a complete stop underneath a tree. "This is where it gets stranger sir." She fast forwarded a few minutes before stopping and playing the footage again.

What happened next was a green flash of light emanated from the tree where their elusive creature was under and then a different creature emerged from the hiding spot. It was some kind of orange feline running on all fours in the wild now. Needless to say the agents were stunned by what they saw while Fury narrowed his eyes, his mind already coming to a likely conclusion.

"It seems or target can change its form." Fury stated as he observed the footage of the creature now heading to the river and taking a drink while also ignoring the local wildlife near it. A sign that it wasn't a carnivore perhaps. Or maybe this thing just feeds on something that isn't a plant or organic in nature. He continued observing as the creature finished quenching its thirst and then ran off towards another tree where it was hiding from sight again before another green flash was shown.

However this time nothing emerged from the tree making Fury wonder what happened. Did it transform into something to tunnel underground, turn invisible or teleport somewhere else? When he was about to question his fellow agent he saw something that surprised him to see. He saw none other than Doctor Strange emerge from nearby as he seemed to approach the spot where their suspect was under. Even though the satellite showed him from above Fury recognized that blue outfit and red flowing cape plus the fact he appeared out of nowhere was another testament to his identity.

 _"_ _Doctor Strange? Why is he there?"_ Fury pondered wondering what the sorcerer supreme was doing in Africa with the mystery target. He was aware of Strange and his role as a protector of earth from magical threats although there wasn't much else he knew about the man. While Shield knew everything about Stephen Strange from his days as a world renowned surgeon they had little information from when he started his path that led him to become a sorcerer. _"Does his presence there mean our target is a mystical being?"_

He kept watching as Strange stood in place seemingly talking to whatever was under the tree. Since they couldn't hear what was being said Fury ordered the footage be fast forwarded again until it was finally paused and resumed to show Strange creating a portal. A man with brown hair was then shown stepping out from under the tree where he proceeded to step inside the portal and disappear from sight before Strange followed after him and the portal closed leaving no trace behind.

"We lost track of the target after this." The female agent remarked quietly.

"But now we know our target has a human form and is a guy." Fury remarked from the new pieces they've learned before he turned to the others. "Begin a new search for our mystery target. Search all video footage on earth for a green flash of light, which seems to be a side effect for when he changes form. We find that green light and we find him. Also run the image through our experts to see if they can create a digital scan of his body to at least get an estimate on his size, age and anything else we can get.

"Yes sir." The agents spoke out before they went to work on finding more information.

Fury meanwhile thought about the recent information he learned and how Doctor Strange didn't fight the unknown man. Did that mean he wasn't a hostile or was there something else going on.

The hours had passed as the sun had set turning the day into night as Ben stood on an alley hidden from prying eyes. He had explored a bit and looked around the city taking in the sights and seeing this world's big apple. He had stopped at a restaurant where he purchased a burger to eat. Thankfully it seemed that his world's bills passed for this world's currency. After that he went to a computer store where he used laptop to look up information on different companies and tech.

It seemed the most renowned company of all in New York was Stark industries owned by a man called Tony Stark who apparently was also, an armored super hero called Ironman. That was an interesting and cool piece of info he learned, a billionaire who was a hero unlike his jerk of an enemy Billy Billions. Man that guy was still a spoiled pain in the butt. Growing up had taken away his childish immaturity and replaced it with a crazy obsession to try and one up him. Thankfully Ben ended up putting him in jail… for the psychotic that is.

However that wasn't why Ben was standing in the alley. The reason for that is because while he managed to learn something's there were still things he felt he had missed. So he came up with a plan to solve that but it required stealth and privacy so he waited until night time to carry out his plan.

Ben looked around the corners to see if anyone was walking his way and saw the cost was clear. With that his signature green flash occurred as he transformed into Ghostfreak immediately turning invisible before he flew off into the computer store. He phased through the walls into the other rooms searching for the security room.

He found it and saw two guards sitting down watching the monitors. Thinking for a moment he came up with a way to fix his problem as he flew close to the guards and then using his intangible hands he placed them through the guard's heads causing them to go stiff before they were knocked unconscious. They would wake up in less than 5 minutes thinking they dozed off for a while.

Seeing he should act fast Ghostfreak changed form into black, green and white glob form of Upgrade as he wasted no time in merging with the security system and hacking the cameras to no longer record sound and trapped the images they recorded to just show the rooms he wanted to be empty even if he set foot in them. With the system now set to cover his tracks Upgrade defused with the tech before turning back into Ghostfreak and phased through the walls where he proceeded to make his way into the computer and laptop area.

There were a lot of laptops on display which was just what he wanted as he turned back into Upgrade and extended his arms to merge with two of the laptops turning them black and larger as he enhanced all their functions and capabilities to new heights.

He began searching the web for all information he could find on Start Industries. This was a faster and more effective way to learn what he needed as information was uploaded into him filling him with knowledge. He learned about the company formerly being a weapons manufacturing business before Stark changed it after going through an ordeal where he was kidnaped by terrorists who used his weapons to kill innocent people. Then he looked up their tech, locations they're sold at, prices and types of tech that's now sold.

After obtaining the information Ben had a curious thought and decided to look up another matter as he researched mutants. What he found were scientific theories on the subject of the genetic evolution and most of all news stories about mutant groups and a lot of hateful things spoken about them. It seemed they were under persecution like the aliens of his world were by the Forever Knights. Deciding to continue this research another day Upgrade defused his hands from the two laptops and then turned back into Ghostfreak where he turned invisible and then flew out of the room.

Now that he had the information he just needed to find the nearest store and purchase what he needed to build something that could help him. However he stopped in mid-flight at what he just thought.

 _"_ _Purchase… damm it. I'm short on cash and in this world I got no bank account."_ Ghostfreak thought in aggravation at the new problem. He still had some bills left after buying lunch but it wasn't enough to purchase even halve the stuff he needed. He needed to get cash because there was no way he was going to steal. _"Hmm what should I do? I don't have time to look for a job and I can't take a loan from the bank. I need a fast way to make money in one day."_

He continued to think on his dilemma before a light bulb went off in his mind. _"I got it! Ha I'm a genius."_ Ghostfreak thought in delight before he flew off to solve his problem.

He kept flying for a few minutes before he approached a jewelry store that was closed for the night. He sneaked into the backroom where the security cameras showed footage and repeated his work from before to cover his presence from being seen. After that he made his way to where the jewelry was kept then turned on the flashlight function of the Omnitrix to see the variety of jewels on display.

"Hmm I guess I'll start with that one." Ben said as looked at a diamond ring that looked like it was at least 10 carats. Ben then transformed into a new alien form. He looked nearly the same as he did in human form but the difference was that he had three small horns sticking out of his forehead, his skin was a bit paler, his face was different and his outfit changed to a black and white suit. However his eyes remained the same, this was his new form called…

"Alchemy!" The new alien spoke out his name. With his new form Ben touched the ring before his finger started to turn into diamond with the change stopping after his whole finger was now sparkling. "I'm gonna have to remember to thank Kevin for the Osmocian DNA when I get back." He said before using his powers to make his diamond finger expand a bit until it was over twice the length.

Using his other hand he touched a diamond necklace to turn his whole hand into diamond before he proceeded to snap the expanded part of his finger off. He then proceeded to repeat this process a few more times until he now had a small handful of small diamonds in his hands. He then changed back into Ghostfreak and left the store. Now he just needed to find a place to stay for the night till morning so he could find a pawn shop to sell the diamonds. Though where should he go since he couldn't afford a place to stay yet.

Immediately his mind thought about a certain night long ago as a kid where he couldn't sleep due to constant snoring from his Grandpa.

"Omnitrix have the repairs been completed?"

 **"** **All systems are now fully functional and at 100 percent efficiency." The A.I responded.**

"Is duration now fully charged up?"

 **"** **Affirmative now alien forms may be maintained indefinitely with exception for when damage is suffered. However DNA from Alien X is still missing and cannot be accessed."**

"Yeah I know." Ghostfreak sighed at that reminder but was glad the repairs were now finished.

So with that in mind he flew towards the river where he dived in and then changed into the angler fish/merman like form of Ripjaws as he swam to the bottom of the river and made started to make himself comfortable.

"Ah now this is comfy." Ripjaws said as he settled on the ground floor and stretched himself before setting the diamonds besides him, placing them under some rocks in case the current increased. "Who needs a hotel bed when the whole sea can be your bed room."

After speaking that Ripjaws mind started to wander as he thought of random things to help him fall asleep. After a few minutes the aquatic alien then drifted into quiet and peaceful sleep.

Tomorrow was another day.

* * *

A clawed hand rose up before striking the ground as the owner made it push him off the ground as he slowly stood up from the crater he found himself in. The being looked down at his body and then growled in displeasure before said growl evolved into a full blown roar of anger.

"TENNNYYYSON!" Vilgax shouted out after seeing his body had returned to its original form before he had transformed into his omnipotent form.

"Curse that wretched human!" The alien warlord continued shouting as he punched the ground in anger causing it to crack and tear as the ground split open forming a fissure that spread in opposite directions till they stopped after forming a two hundred foot long miniature canyon over fifty feet deep.

"Ultimate power was in my hands and still I suffer defeat by his!" He shouted out before slamming his other fist at a nearby large boulder shattering it to miniature rubble.

He continued to release his frustration as he thrashed the area around him before he suddenly stopped and then remembered there was something else missing.

"My sword!?" He finally recalled as he looked around for Azmuths sword but didn't see it anywhere. Now that the space conqueror was looking around he noticed the location he was in.

The land he stood on was barren having no signs of vegetation growing or any structures of civilization. The only thing Vilgax could identify where rocky hills and walls around him as he seemed to be at the bottom of a rocky valley in the middle of a large clearing. The thing that made it clear he wasn't on earth was how the stars in the sky were different, there was no moon in the sky and the rocks were all mostly a greenish color like moss and some strange substance on the walls that formed tunnels. It somewhat looked like an insects doings.

"What a pitiful planet I've found myself in." The warlord remarked in distaste before he stared at the strange tunnel like constructs. His curiosity somewhat peaked he walked towards the bizarre construct to investigate. Maybe he could find or learn something useful about this new habitat. He stopped at the entrance of the tunnel and looked inside but saw that it was dark after a few feet from where he stood.

Using his enhanced vision he looked deeper to see that the tunnel continued and that there were intersections with other paths inside. The place seemed like it was built in the form of a maze which wasn't that surprising. He walked inside and ran his hand over the wall his claws picking some of the substance off as he brought it and examined it. Whatever the stuff was appeared be some kind of secretion.

"I've wasted my time." Vilgax said as he lost interest and turned around to walk away.

"SCREEEEEEECH!"

The sound of a loud screech caught Vilgax's attention as he quickly turned around just in time to see something lunge at him. His vision was obscured by the creature's appendage grasping his face as he then felt it trying to bite his shoulder but his highly dense skin prevented its teeth from even scratching the surface. Having had enough Vilgax grabbed the creature and then yanked it off him as he threw it against the wall and now got a good look at what attacked him.

The creature was a large brown insect looking alien with a big long head, large menacing red eyes, four spider legs, two limbs for arms, a pair of dragonfly like wings, a stinger like tail and a row of large unruly teeth on its round mouth as it hissed at him violently.

"Attacking me was your first and last mistake vermin." Vilgax said before the creature lunged at him and he delivered a vicious backhand swing that sent it flying backwards away from the tunnel and right into a boulder where it cracked and broke into large pieces from the collision.

The insectoid shook its head and got up to see Vilgax already closing in as he delivered a brutal downward punch to its skull causing the ground to shake from the impact. Following that up he grabbed the creature by its neck and then raised its body up before punching it in the abdomen. However this time the creature fought through the pain and taking advantage of the close proximity it lashed at Vilgax with its stringer but it failed to penetrate his armor which proved to be its last mistake as Vilgax slammed it's body to the ground and then lifted it up again where he reared his other arm back with his claws drawn and then gave a power thrust blow that resulted in his claws piercing through its chest and almost out of its back.

The creature gave a screech of pain and thrashed around for a moment before its body went stiff and all its movements ceased. When that was done he dropped the body and looked it over for a moment.

"Pitiful insect." Vilgax told it before disposing of it completely as his eyes light up and he fired his omega beams that vaporized the creature on the spot leaving nothing but smoldering remains barely enough to fill a jar.

Before he could rejoice however another screech caught his attention as he turned to see over a dozen of the same creatures coming out of the tunnel as they all glared and hissed at him.

"You killed our brother, for that you shall pay for that interloper." One of the insectoids claimed.

"So you're capable of speech." Vilgax commented on that small fact. "And here I thought you were just primitive beasts who follow nothing but instincts."

"We are the Brood and you will suffer for trespassing on our home planet." A different brood spoke out menacingly but Vilgax showed no care to their threats but he did have a thought pop in his mind.

 _"_ _The Brood? I don't recall ever hearing about this kind of race."_ Vilgax though as he was familiar with many of the species from the universe from the worlds he traveled, the ones he conquered and especially from those he researched would be on the Omnitrix. Yet he's never heard of these overgrown bugs before. _"Either I've landed on an uncharted far side of the universe or I'm in a different one altogether. How strange, if I'm here then where is Tennyson?"_

His train of thought was broken when the broods charged at him and he responded by doing the same. As soon as he was close he backhanded one of away from him and then grabbed another with other arm and rammed it into a third brood making all three fall backwards. However that gave the fourth and fifth ones an opening to grab him as they then used their stringers to puncture his forearms making him cringe for a moment before used his omega beams to blast them both off him and injure them significantly but not enough to kill them yet. Another brood jumped him from behind as it tried to restrain him and bite into his neck but just like the rest of his muscular frame it was too dense for it.

Vilgax saw more coming towards him and managed to kick one of them away before he head butted another making it disoriented and blasted the rest of them with his omega beams which gave him the room he needed to grab the brood on his back and fling it to the ground where he wasted no time in stomping on its head crushing it's skull and killing it instantly as it's brains splattered the ground. But then Vilgax began to feel numbness on his arms and looked to see a dark bruise from where their stingers stung him and he realized the cause.

 _"_ _Some kind of paralyzing venom."_ Vilgax figured as he felt his arms being a bit heavier and responding slower to his actions but were still usable as they weren't paralyzed yet. Deciding he should avoid letting these brood sting him again Vilgax looked up to see a brood deciding from the air towards him while the others ran at him from the ground.

Vilgax inhaled a deep breath before releasing a powerful burst of air at gale force wind levels stopping the ground brood in their tracks before he then quickly grabbed the one in the air by its neck and brought it close to his face. He then quickly delivered a close range blast from his omega beams to its head which disintegrated it completely and cauterized its neck.

With another one down he jumped high into the air and then plummeted to where the broods were who scattered to avoid getting flattened as the impact from him sank his legs 3 feet below the ground making a small crater in the process. The brood surrounded him from all sides before proceeding to lunge at him at once. Vilgax caught two of them in his hands, kicked a third into a fourth but the rest managed to gang up on him as they enveloped him. One of them proceeded to bite into two of his bearded tentacles while another managed to sting him in the left arm again.

"Gahhh!" Vilgax gave a pained yell at feeling the teeth bite the limbs attached to his chin as it was the only part of him that wasn't dense like the rest. The brood caught his pained expression and knew it found a weak spot as it yanked to try and rip the appendages off his face delivering more pain to Vilgax who became angry and in a burst of movement spun his body around at high speeds till he looked like a miniature twister as the brood were flung off him while the ones who were still in his hands became severely nauseous from the spinning.

When he finished his rotation he reared his arms back and then took the two broods he still had and smashed their heads together. A sickening crack was heard as their skulls fractured and the two of them were left twitching on the ground before Vilgax put them out of their misery by slamming his fists on top of their heads pulverizing them into a red messy stain on the ground. He staggered a bit when he felt the latest sting increase the loss of feeling he was experiencing but he still stood strong and tall. Nevertheless his body was starting to give out from the poison.

"He's weakening continue the assault!" One Brood said after noticing his movements were slowing and the pain he was dealt after his facial limbs were bitten. They now knew where he was vulnerable and that their venom was working slowly but effectively with each sting speeding up the effects.

Vilgax saw the remaining brood coming at him again and then leaped into the air and floated in place as he then fired his omega beams which struck one of the broods even as it tried to evade it.

"You won't escape from us up there!" One of the remaining broods said as they raised their wings and flapped them rapidly as they took off after him in the air.

Vilgax took a defensive stand before clapped his hands together creating a shockwave that blew all of the brood to the ground. He then flew towards one of them where he grabbed it with his right claw by the head and then flew straight towards a wall where he slammed into it and the added force caused his sharp tips to piece through its cranium killing it almost immediately reducing his enemy's numbers once more. However he suddenly experienced a loss of balance as he nearly fell to one knee when he felt the venom's effects spreading and he felt himself panting a bit. He looked back to see the brood coming at him again with persistence which annoyed him. Clearly they didn't know when they were outmatched.

Raising his arms Vilgax then brought them down as he struck the ground causing a wave of rock to fling them in the air. As one of them got close he lunged his fist at it but then something unexpected happened. A violet and red colored beam of energy the size of a cannon exploded from out of his fist and struck the Brood who screeched in pain for but a single moment before he was annihilated completely leaving absolutely no remains behind but that wasn't all as the energy blast continued towards the rest of the brood as more of them were caught in the attack and were also wiped out.

Those who were lucky to escape were now flying in the air looking hesitant and even a bit fearful.

Vilgax looked at the death he just caused. He then looked down to his hand in confusion and wonder as that wasn't something he could do before.

As his mind raced new thoughts began to flood in. He lost Azmuths sword, he lost the power he absorbed from the Celestialsapien as well as losing the power he absorbed from the Anodites. However it seems that not all his newfound powers were lost in the battle. After firing that shot he now felt something, a power that was stirring inside him like a volcano that was beginning to awaken. He even felt the effects of the venom vanishing rapidly, whatever this was he wanted to exploit it further. Before the last of the Brood could even react Vilgax blasted them with the same energy blast from before vaporizing them from where they were leaving nothing behind.

Before Vilgax could rejoice in his victory he heard a much louder hissing than before and looked up to see an entire army of Brood looking down on him from edge of the cliff walls. There must've been more than a hundred of them. Whatever the case he just gave a cruel smirk. He found more test subjects.

What eventually followed where the sounds of screams echoing across the canyon like crater as a massacre occurred. However throughout the whole ordeal Vilgax never noticed a figure wearing a black cloak watching him from above unseen and with a neutral expression.

* * *

 **And that's a wrap for this chapter. Ben has met the Sorcerer Supreme on friendlier terms than he did with T'Chaka and is now in New York. If you were expecting him to have his first super villain fight in this chapter then sorry but that won't happen yet. I did think about it but having him fight a super villain so quickly after just arriving seems too expected. So I instead focused on him beginning to make his own plans but showed Vilgax's for you to see his own predicament.**

 **Now can anyone guess who was the figure watching Vilgax's fight?**

 **Include your guess in your reviews. Whoever figures it out will earn a sneak peek of the stories future in the form of whatever question he/she asks so long as it's not too big a spoiler.**

 **Until then see you all next time in the adventure.**


	4. The Found And Chased

**I DO NOT OWN BEN 10 OR AVENGERS EMH.**

 **Here we are people the next chapter in my story. In this chapter you'll see a special kind of battle and a special guest making his first appearance here today :)**

 **So with that small mention done let the fun** **begin.**

* * *

 **Chapter 4: The Found And Chased**

The people of New York were going about another day in their lives as Ben casually walked among the crowed. After the events from yesterday he was thinking about what to do next.

 _"Man how am I going to find Vilgax? He could be anywhere in earth, on any planet or heck on any universe for all I know."_ Ben thought to himself as he recalled the events from 2 days ago.

After his nice nap in the river as Ripjaws he returned to the city in the morning to follow up on his plans. He went to the pawnshop first and sold those diamonds for a few grand. Then he used the money to buy the tech he needed from a store. After that he took it to an abandoned warehouse where he proceeded to dismantle what he bought and rebuild it using Jury Rigg to create a universal matrix booster to enhance the Omnitrix's communication system to finally reestablish contact with his universe on Galvan Prime II.

That's when things got interesting for him.

* * *

 _Enter Flashback_

 _"Ben calling Azmuth do you read me over?" Ben said calling over his newly built dimensional transmitter after buying the tech parts he needed from the stores. The tech he got wasn't as advanced compared to the standard Plumber issue but it was good enough for him to use to accomplish his goal. That is IF his call managed to get through and was picked up._

 _He got a bit of static but he could also swear he heard some noises like someone's voice on the other end but it was too garbled to identify clearly. He was about to try switching the frequency modulation when suddenly…_

 _"Hello Ben." a voice said._

 _"Gahhh!" Ben yelped as he jumped in startle and quickly turned around to see a familiar figure. It was Professor Paradox who was smiling with his usual expression. "Paradox!?_

 _Indeed it was his old friend Paradox standing before him. His look had changed a bit since the last time when he was in his twenties. He still wore his white overcoat that resembled a British military uniform with its decorative shoulder pads and brown front chest pockets but the extensions that were on the bottom were gone now. Also replacing his underneath clothes was a brown summer suit, his goggles were gone also and although he was still wearing brown boots he no longer had the knee pads. However he was still carrying his cane and still wore his mechanical glove which was also his Chrono Navigator._

 _"Jolly good to see you again Ben." The time master greeted him as he waved with his gloved hand._

 _"Must you always do that!?" Ben berated him._

 _The immortal time traveler had developed an amusement in startling people with his sudden appearance from nowhere. Apparently saying it was one of the few things he found that never got old for him._

 _"Of course, it's one of the only fun things I get to do." Paradox quipped cheerfully. "Besides I would think you'd have gotten used to my unexpected arrivals by now."_

 _"It's called unexpected for a reason Mr. I know everything." Ben deadpanned. The only way he could not get startled by Paradox was if he knew he was arriving ahead of time. "So what the heck are you doing here? How did you even find me?"_

 _"Oh I just traveled across the multiverse searching for you and after months of searching I finally found you here." Paradox explained._

 _"Months? But I've only been here for-oh right time travel. I'm guessing after finally finding me you went back to an earlier point in this time to approach me here in private?"_

 _"Indeed and as usual I'm just in time." The immortal time walker said cheerfully._

 _"So then are you here to get me home?" Ben asked wondering if it was safe for him to go back or if some time rule would prevent Paradox from sending him back._

 _Paradox shook his head. "Sorry to disappoint but no I came here to inform you on something's you'll be requiring to know."_

 _"Like what?" Ben wondered what he meant._

 _"Well for starters you're wondering what has happened to your old foe Vilgax correct?" Paradox asked despite already knowing the answer._

 _Ben nodded "Yeah so where did he end up? Is he even in this universe or did he end up somewhere else?"_

 _"Oh he's in this universe alright, although currently he isn't on earth but rather somewhere else far away outside this galaxy." Paradox revealed._

 _Ben narrowed his eyes at that confirmation "Where in the universe is he then?"_

 _"My apologies Ben but I cannot tell you that." Paradox said earning a small glare from Ben._

 _"Why not!?" Ben said with a raised voice. "He's got a Celestialsapiens powers, Diagons powers and Azmuths sword! Also I no longer have Alien X in the Omnitrix! If I don't stop him then this whole universe could go up in flames for all I know!"_

 _Paradox raised his none mechanical hand to calm him. "You need not worry about that Ben. Thanks to your intense battle with Vilgax he has also lost the powers he stole so now he's no longer omnipotent."_

 _Ben raised an eyebrow at hearing that. Relief secretly washing over him as he had already felt worried at the idea of fighting an Omni powered Vilgax without his best alien. That was a fight he wasn't certain he could win on his own. Knowing Vilgax had also lost his powers eased his mind tremendously._

 _"Well that's good to know. Speaking of lost powers you wouldn't happen to know where Alien X is currently located would you?" Ben asked although he suspected Paradox already knew the answer since the man basically knew just about everything with some exceptions._

 _The time walked shook his head. "Unfortunately no I don't nor can I find him for you since as you know my treaty with the Celestialsapiens calls for me to never approach them."_

 _Ben frowned as he recalled that bit of information. Even after all these years Paradox was still unwelcomed in the Forge of Creation and by the Celestialsapiens. Their relation had neither improved nor worsened._

 _"Guess your still on the unwelcomed list huh." Ben remarked sarcastically before he sighed "So what should I do then, stay here to hunt down Vilgax or go back to my world and come return with back up?"_

 _"For you it'd be better to stay here and handle this yourself. After all it wouldn't be good to have the natives become hostile to an unknown alien visiting group." Paradox said with a trace of a lecturing tone in his voice._

 _Ben narrowed his eyes and nodded seeing his point. When he had read up on mutants he had discovered they seemed to be suffering from persecution at the hands of the average none super powered civilians. Bringing over aliens to this world would likely lead to an aggressive confrontation with either the heroes or the military. The latter he believed would shot first and ask questions later._

 _"I guess I'm going to be here awhile." Ben remarked not sure how to feel that he's going to be in a different world for an unknown amount of time._

 _"You should think of this as a good opportunity for you." Paradox said earning a look from Ben showing he wasn't getting what he meant. "Well as you know things in our world have been relatively peaceful before Vilgax attacked. In fact once he's been beaten things will go back to how they were before. Throughout your efforts and selfless actions as a hero you've managed to make earth a more peaceful place. Other criminals have begun to steer clear of Earth from fear of you and the alliances you've made with other planets. But in this world crime and villainy is at a far higher rate than it ever was on our world._

 _Ben raised his eyebrow as realization began to set in his mind at what the Time Walker was saying._

 _Paradox continued with a smile. "So certainly this world could use a hero like you to help it become a better place than it currently is wouldn't you agree?"_

 _"What about Grandpa Max and the others?"_

 _"I'll inform them of your status and how you'll be staying here for now as you continue the search for Vilgax." Paradox said before taking out his pocket watch and taking a look at it. "Oh speaking of which it's just about time I left to inform them." He then closed the watch before turning back to Ben. "Be seeing you next time."_

 _With that Paradox vanished in a white flash of light leaving the universes hero alone again._

 _Flash Back End_

* * *

Naturally Ben was a little concerned about leaving his universe without his usual protection but then again other than Vilgax there wasn't any other large crisis that had occurred after these few years. Plus with Earth's alliance with the other alien races unless another armada or cosmic level threat appeared there was no real danger. So now he was on a long term mission until further notice. Not that this was his first time on a mission of unknown length but even so he got the feeling this would be a long one.

If he was going to stay here then he needed to find a place to live cause as much as he found sleeping in the river quiet and peaceful he was starting to miss the comfort of a bed. There were plenty of apartments and hotels he could choose from but he wasn't certain which one he should choose. He kind of wished he could get a penthouse but he didn't have enough money for that. He only had just under a grand left after buying that tech and he wasn't sure selling more diamonds would be a wise course. When someone starts selling jewels in multiple places certain people might start to think he's some kind of smuggler or something.

Before Ben could continue his train of thought he heard the sound of sirens and looked to see a black SUV turning the corner followed by a squad of police cars giving chase. Seeing this Ben calmly walked into an alley and hid behind a dumpster so as to not draw any attention to him. In an instant he transformed into Stinkfly and followed after the high speed chase.

The culprits were driving like crazy sagging left and right around other cars to keep speeding forward. One of the men in the backseats rolled down the window before he his got partially out of it and raised what looked like a high tech blaster before firing at the pursing cop cars who swerved to avoid the shot.

"Eat this you pigs!" The crook said before firing multiple shots, aiming for the tires or front glass. One of the shots hit the front of the glass piercing through it and caused the driver to swerve out of control bumping into his fellow lawman and causing their cars to turn sideways blocking the rest from as well as the others hit their braked to avoid colliding.

"Ha beautiful!" Another crook in the back said as he enjoyed the sight of the cops getting wrecked and the sight of the bags of cash they had made off with. "We're home free now boys, no more cops trailing us."

"And we're almost to the highway where we'll make our escape and get to the rendezvous point we're we switch cars and disappear." The driver said as he kept their acceleration not wanting to slowdown now that they were close to freedom.

"Wonder how much of the score we'll have left after the boss takes his cut?" The crook in the passenger seat asked wondering about the percentage they'd get. It was his info that helped them pull off their heist without running into a certain red and blue costumed hero.

"We'll still be set either way." The crook who shot the cops said.

"Yeah well let's just concentrate on… huh? The passenger seated crook said when he looked at his side mirror and saw something. "What the hell? Something's flying towards us?"

All the crooks including the driver looked behind them where to their disbelief they saw what looked like a giant black and green insect flying towards them. "What the heck is that thing!?" the driver said after looking in his rear view mirror.

"It's an overgrown bug! Shoot it!" The passenger crook said before the two back seated crooks and said passenger crook took out their blasters and lowered their windows before they proceeded to shot their pursuer.

Stinkfly saw their actions and dodged their shots maneuvering around them easily enough before he increased his speed and got a little closer to their car.

"Here's a gift from me to you." The smelly insect said before firing a shot of slime from his mouth that struck their rear window completely covering it in the substance and blocking the driver from seeing behind now. But the passengers just kept firing at him where he skillfully avoided however that began to change when he saw one of the passengers go back inside and pull out what looked like a stinger missile shooter.

"Seriously!" Stinkfly said in disbelief before the crook fired a missile heading towards him. He quickly did a barrel role maneuver to avoid the missile but then turned two of his eyes back to see it change course and heading back towards him. He then changed directions flying up towards the sky to try and loose the thing.

"Looks like that takes care of our pest problem." The drive said with a smirk after seeing the bug stop pursuing them. "Now it's smooth sailing."

Stinkfly meanwhile was above the flying across the sky with a hot missile on his tail as he flew around trying to lose the damm thing. Thankfully he was using two of his eyes to keep an eye on the missile while using his other two to keep track of the crooks car. He tried shooting his slime at the projectile but that didn't stop its chase or cause it to explode from the impact.

"Okay I've had enough of this game of cat and mouse." Stinkfly said in annoyance before a green flash replaced him with the form of Jetray before he turned and fired his tail beam at the incoming projectile causing it to detonate in a midsized explosion. With that nuisance taken care of Jetray soared downward toward the road recalling where their car was heading at high speed.

He reached the road and soared a few feet above the cars before he spotted the crooks up ahead. With a burst of speed he speed up soaring past them startling them in the process at seeing a manta like creature going over them. Jetray stopped about a mile ahead of them.

"What the hell is going on, first a bug and now a manta ray!" The driver said when he saw said creature blocking the road.

"Run him over!" The passenger said as the driver gladly did so by speeding up.

When Jetray saw them speeding up he smirked before another green flash occurred and he was now replaced with the form of Lodestar. The magnetic alien raised a pincer before firing waves of magnetic energy that caught their car and lifted it off the ground just as it was a few feet from him before he then swung his arm around causing the car to flip in the air before it was slammed to the ground upside down though he made sure the force of impact was weak to ensure they didn't receive broken necks or other severe injuries.

He waited a moment before the windows were kicked out and one of the crooks crawled out of the wrecked vehicle before he saw Lodestar and panicked by taking out his gun to shoot. Lodestar however merely raised his pincer again causing the gun to fly out of the guys hand leaving him unarmed.

"What the hell are you?" The crook asked meagerly as he was partially injured from the crash.

"Just someone who is a better person than you." Lodestar remarked before he used his magnetic waves to cause a piece of the car to tear off and wrap around the crook like a restraint jacket as he struggled in vain trying to get out. After checking inside the car and seeing the other crooks knocked out Lodestar transformed into Bigchill before flying off when he heard the sounds of sirens closing in. There was no reason to stay for questioning by the locals, it was complicated enough for him.

* * *

 **In another part of New York**

Nick Fury was walking down the vacant streets thinking to himself after what he learned yesterday.

After he saw the footage of Doctor Strange accompanying the mystery figure he decided to pay the Sorcerer Supreme a visit to get answers straight from the horse's mouth. By that he meant actually visit rather than his usual infiltrate the home and confronting the resident kind of approach. With Strange living in a magically protected sanctum there was no way for him to sneak inside with his usual methods. So he was forced to do a basic meeting where he had to knock on the door.

One of Strange's allies answered the door and let him in after requesting a meeting with the master. That was kind of surprising to Fury but never the less he proceeded to find Stephen Strange in his personal room where he had been meditating and apparently expecting his arrival. Fury could remember their conversation perfectly as he replayed the events in his mind on the matter.

* * *

 _Enter Flashback_

 _"So is he a threat?" Fury asked after Doctor Strange showed him an image of Ben's face with an illusionary projection from his hand._

 _"I don't believe so." Strange dismissed while sipping warm tea he lifted from a small plate hovering next to him. "If anything I believe the only thing he's a threat to is to those who wrong others or do him wrong." He then smirked at Fury. "So I'd be careful because this isn't someone you want to play games with. I've seen what he can do and he's not someone you'd want to make an enemy out of."_

 _Fury raised an eyebrow at hearing that before he wanted Strange to elaborate. "What did you see him do?"_

 _"He fought Wakandan soldiers as well as the Black Panther and won." Strange said earning a look from Fury as his eye slightly widened at hearing that._

 _Although information on Wakanda was scarce they knew about their advanced weaponry and about its ruling king who was also a costumed fighter named The Black Panther. Apparently it was a name passed down from generation to generation to the ruling king who was trained to also become its greatest warrior. For this man to defeat both meant his powers must've been quit exceptional._

 _"Granted he didn't make it inside the city and only dealt with the border patrol along with some reinforcements." Strange clarified on Ben's accomplishment. "He defeated and subdued all his opponents without using deadly force and all while trying to peacefully talk things out, to no avail I might add."_

 _"Did he seem to beat them easily or did he struggle?" Fury asked as the effort it took to accomplish this would reveal more about his character and strength._

 _"He definitely had some struggle." Strange answered before adding "But I could tell he wasn't fighting at his best. It seemed like he was only using as much power as he required in order to defeat his enemies plus since he wasn't trying to hurt them it showed his resolve."_

 _"Why did you bring him here?" Fury asked knowing Ben was in New York currently._

 _"He needed help and wanted to find a way home. So I brought him here so he could find a way himself. It seems like he believes our earth has the level of technology he needs to get back." Strange answered._

 _"So you think he's gone back already?" Fury skeptically asked._

 _"No I don't believe so." Strange replied with a puzzled expression. "I believe something may have occurred that changed his plans. What those plans may be I do not know. However Fury if you want to know that you'll have to find and ask him yourself."_

 _"Did he tell you where he came from? Cause I've searched all forms of database and there is absolutely no record of this guy anywhere." Fury mentioned with annoyance at the unknown._

 _Strange was silent for a moment before deciding to indulge Fury on the mystery man's supposed origins. He told of the man who supposedly came from another universe different from their own. Along with his role as a hero who fought against alien invaders. When Fury asked about Ben's powers he only mentioned what he knew about him being able to shape shift but the peculiar thing was that he didn't just change form he also changed the powers he wielded. He told Fury he didn't know how he got them or even how they worked exactly._

 _"That's all I know about him." Strange concluded._

 _Fury said nothing as he processed what Strange said. So a hero from another reality has ended up in their world after fighting an enemy and he was stranded while trying to find a way back. Supposedly this man had experience fighting aliens which would make him a valuable asset to their S.W.O.R.D division which was still their lesser branch group due to lack of combat against actual aliens despite him knowing they did exist. If what he learned was true this man could be a valuable addition to Shield but then again there was no way to actually confirm the man's story and without that he didn't trust him. He needed more Intel before making his move._

 _"Well thanks for your time Strange." Fury said before getting up to leave._

 _"Fury." Strange called out, stopping the man who glanced back at him. "I know you're a man who likes knowing as much as he can when facing a new possible threat but even though I don't know this man nor can I validate his words I don't believe he is an enemy unless we make him one."_

 _Fury said nothing back before he left the room and made his exit leaving the Sorcerer alone in the room._

 _Exit Flashback_

* * *

"Director Fury." A female voice called out from his earpiece breaking his thoughts.

He pressed the com link to speak. "What is it Maria?" he asked knowing whose voice it was.

"We just got information on an armed bank robbery that was thwarted by the target." Maria said over the coms.

Now Fury was interested. "Was contact established?"

"Negative sir, target had left before we could arrive on site and we lost track of him." Maria said with slight aggravation in her voice. There was nothing she disliked more than a slippery target.

"Keep trying to locate him. In the meantime I'm heading back to the Helicarrier, I've just gotten some new intel to clear up something's about our elusive man. Until I get back, keep trying to locate him for now." Fury ordered before making his way to his hidden sky-cycle to return.

* * *

 **Brood Home Planet**

"Pitiful creatures." Vilgax spat out as he flew across the air.

If one were to check the area he had left they'd find a pile of corpses all comprised of more than a hundred dead Broods all torn to pieces, squashed, burned and some being nothing more than a burned spot on the ground or walls. After overcoming all of them he had enough of being on this planet and was now looking for a way off it.

His first objective was to see if there were any ships he could hijack to abandon this wretched place. He could've flown out himself since he can survive in space but since his flight speed wasn't that fast it would take too long to reach another planet by that method. Not to mention since he didn't know where he was it was liable he'd end up getting lost or going someplace worse than here.

 _"Still perhaps those creatures may serve some benefit yet."_ He thought to himself after collecting a few DNA samples for future study. While being far from the strongest species he had ever fought against they did prove to be quite capable at least and were savage if nothing else.

Vilgax didn't know why but ever since his fight against them he had started to feel different and it wasn't just because he learned that he still retained some of Daigans powers. It was his mind that also felt changed. He felt like his thoughts were expanding and processing faster increasing his perception of things and comprehension on other matters. He didn't know if this meant he was simply growing more intelligent or if he was becoming more self-aware then before. Whatever the case he wasn't sure he liked it because not knowing what was happing to his body was something that left much to be desired. He needed to know what was transpiring.

His train of thought momentarily ceased when he spotted what looked like structures below him. It looked like the rocks of this planet were used to make building shaped constructs. They certainly had no style of craftsmanship that was for sure. Nevertheless his mood improved when he saw the unimpressive civilization.

"Time for me to seize some transport."

However before he could fly down a white swirling portal opened up on his left. The space conqueror turned to face it wondering what this was. A figure began to appear inside as his body was completely shadowed but was walking towards him.

"Who are you?" Vilgax questioned with his posture set for battle already to greet the new intruder.

The figure finally stepped out of the portal, his form now revealed to the alien warlord whose eyes widened at seeing who it was. The figure raised his head and let out an evil smirk.

* * *

 **Back in New York**

Ben stood inside a large empty warehouse by the pier as he was speaking with Azmuth. After he left the crime scene he flew back to the city but before he could land he received a transmission from home.

"Ok I'm at the place, so what did you want?" Ben asked the Galvan through the transmitter he had with him.

"Since you're going to be in that world for a while your grandpa figured you could use some of the resources you left behind so we're sending them to you." Azmuth's voice spoke out. Even thought he could only hear his voice he could still picture the old Galvans facial expression with his usual frown.

"Oh is that so." Ben said in interest. Things here were kind of hard with no one here who knows him and not having access to a plumber base or his own tech. But it seems now he'll have some of his belongings brought to him to make his stay here easier. Already his mind wondered what would be sent over.

"Yes after a while I finally managed to invent a device that could detect the Omnitrix's beacon from the universe you're in and using that I invented a universal interdimensional transporter to open a portal to that world." The Galvan said before the transmission went silent. "So just wait a minute and you may also want to take a few steps back."

Ben raised an eyebrow at that before complying and stepping a bit to the side as he waited for a moment and in no time after that a blue swirling portal suddenly opened a few yards from where he stood close to the wall at the end. An instant later a familiar pair came dashing through the portal and coming to a stop in front of Ben who got an ecstatic look at seeing his familiar belongings.

"My Tenn-Speed Bike MK10 and DX Mark 10 Car!" Ben cried out in joy at seeing his personal vehicles.

His car looked the same as it always had since he first got it with the exception of having newer tech installed and upgrades made over the years while his bike was different from the previous destroyed model he had when he was a teen. The bike now resembled a more car like form as it had doors and a roof that sealed the inside but now had a smoother exterior for less air resistance and now had more black covering it than before.

"So I take it your happy with what was sent?" The voice of his grandpa Max spoke over the transmitter for the first time as Ben turned to the device.

"Heck yeah, I didn't even realize how much I missed them." Ben said while he trailed his free hand over his cars surface seeing that it looked like it was recently washed the same with his bike. Man he was going to enjoy driving these babies in this world. He just wished he had them earlier during that car chase he just dealt with. He would've loved to see those crooks faces when he blasted their car to a screeching halt.

"Listen Ben." Max called over.

"Yeah?"

"I just want you to know that however long you have to stay in that world just know that we're all here for you and… we'll miss seeing you around." Max said with what Ben could hear was a tint of sadness in his voice.

"Hey come on grandpa don't get all sappy on me." Ben advised. "This isn't goodbye it's just see you later and you can be sure we'll see each other again even when my mission isn't done yet. So until then you and the others hold down the fort until I return."

"No problem Ben. Hope you enjoy yourself." Max said before he forgot to mention something else. "Oh and by the way check the trunks. We also packed something's you'll likely need as well on that earth." After that the transmission went dark.

Curious Ben went to his bike first before pressing his palm on the rear trunk where it scanned his hand for his bio signature. He then raised the Omnitrix to the same spot where it scanned the symbol on display before a beep of acceptance was heard and the trunk opened to reveal his car keys and a high tech belt holding multiple capsules in different pocket chambers.

"My plumber belt." Ben said seeing the advanced issued belt before him. After he was promoted he received the belt and its benefits for himself which he upgraded using his own methods to give it his own signature work to differentiate from the rest. He then took the key and pressed the button to deactivate the security and unlock his car before he went to open it's trunk as well. Inside he saw a case, his hover board, an ID mask and a certain other object he had acquired at certain point in time.

"Oh I'm surprised they sent this here." Ben said in somewhat surprise as he grabbed what looked like a red and silver colored cube. The edges and middle were silver while the rest was red. He put the cube back down before moving onto the case where he opened it to reveal hordes of money inside all with seals he recognized from his bank vault. There must've been at least a hundred grand total.

"Well looks like I can finally start finding a place to stay." Ben said in delight.

During his years of adventures and service he made quite a substantial sum of profit. Of course most came from funds, trading, smart investments and jobs he accomplished. Anything valuable he was awarded with but didn't need Kevin would sell for him. While he wasn't rich like Kevin, he was certainly very wealthy with his account being in the single digit billions. Not that he showed off his wealth, he was past that stage of ego. Although he'd be lying if he said he didn't use it for some very expensive relaxation. Also to spoil himself a bit with all the latest Sumo Slammers games and other things he still loved from his youth to this day.

"But first." He said as he closed the trunk, put on his plumber belt and got into his car where he slid the key inside and activated his ride as it roared to life with the engine sounding like a jet engine.

"A little stylish camouflage for cover wouldn't hurt." He pressed a button on the console and looked over a list of cars before selecting one as his car shimmered and changed form before it now took the form of a black and green Nissan GT-R R35.

"And now time for an overdue drive." He said before putting on a pair of black sunglasses, changing gears and flooring the accelerator as the tires spun burning the concrete and dashing out the door of the hanger and into the world to be seen, leaving his bike behind.

In no time he found his way to the road and was heading towards the highway.

* * *

 **Meanwhile**

Nick Fury was back in the Helicarrier after returning from Doctor Strange's place trying to locate the man called Ben Tennyson. After losing his trail he had his team searching the skies for him but locating this guy was proving to be a real hassle. Even when they do manage to locate him he's always gone before his agents reach his location. Although he knew it wasn't cause Ben knew they were after him but more on him making sure he didn't stay in one place for long, a classic tactic for someone wanting to lay low and away from attention.

"Director Fury!" An agent called out gaining his attention. "We've got a ping on the target!"

No sooner he finished that sentence Fury was right over his shoulder. "Where!?" he immediately asked.

"Just got a traffic cam spotting him driving a car heading towards the highway on route 80." The agent said after tracking the directions he was heading.

"Which agents are close to that location?" Fury asked wanting to get on it right away.

"Agents Coulson and Bobbi Morse are closest sir." The agent responded.

"Good I'll have both of them pursue him. Since he's traveling by car this might finally be our chance to confront him." Fury said before contacting his fellow agents to redirect them.

He only hoped things went smoothly this time.

* * *

 **On the road**

"Man I've missed this!" Ben shouted out as he drove on the highway passing by any other cars along the way. So far his baby was performing as good as he remembered. The speed, maneuverability, engine output, handling and controls were all running perfectly.

A thought entered his mind as he pressed a button on the console, turning on the auto pilot system as he released the steering wheel. He then transformed into Upgrade before he stuck his hand on the console and merged with it as he uploaded all the information he had learned earlier about mutants, tech, shield and some heroes and villains into his cars database. When he finished he defused his hand from the console and returned to human form and took manual control again. So far he was the only car on the road but that changed when he saw a car up ahead as he was closing in on it.

He saw the car was a black convertible Bentley continental GT. Ben drove up alongside the driver and saw it was an elderly man behind the wheel. The man looked to be passed his eighties but still looked good for his age all things considered. The man had silver hair that looked combed back or was a result of the wind blowing it since the top was down. He had a mustache and was wearing round frame black sunglasses over his eyes. The elderly driver turned to see who was beside him now.

"Hello." The driver greeted loudly over the sound of the wind and their cars engines.

"Hello there, nice day for a drive am I right?" Ben greeted back loudly as well.

"Sure is youngster. By the way nice car you got there, she's a real beauty." The older man commented.

"Thanks you got a nice ride yourself old timer." Ben returned the compliment.

"Going somewhere interesting?" The elder asked.

"Nowhere really I'm just taking my baby out for a ride to stretch her legs." Ben replied honestly before he suddenly waved goodbye. "Well nice talking to you, bye." He then began accelerating.

"Godspeed to you or as I like to say… Excelsior!" The elder man called out which Ben heard before he began to speed away from the interesting elder man.

"Excelsior? Huh strange phrase but to each their own." Ben remarked to himself as he speed up and saw the elder driver take the next turn to another part of the road from his rear view mirror. "Nice guy though."

He spent the next few minutes just driving along, enjoying the sensation of dashing on the road before a small alarm sounded off.

"Ahhh man what now?" Ben said upset that his fun was apparently interrupted. He pressed a button and the screen showed an image of two cars approaching him from behind. However that wasn't what caught his suspicion, what he found strange was that the two cars were moving side by side in a clear pursuit formation. One of them was a red Chevrolet Corvette that looked like it was from the sixties or seventies the other car was a black SRT8 Dodge Charger from a more recent year.

"Hmm looks like someone else finally found me." Ben said before zooming in on the vehicles. He saw one guy driving the Corvette by himself while a woman drove the Charger with a guy on the passenger seat.

"Well then." Ben smirked as he tightened his grip on the steering wheel and shifted his gear. "If they want me then they'll have to catch me." he said before hitting the accelerator more and speeding up. His pursuers noticed his actions immediately.

"He's accelerating." Bobbi said over her ear com to her fellow agent beside her car.

"Yeah I noticed. Looks like he wants us to try and catch him." Coulson said over his own ear com while driving his baby after the target, enjoying this chance to let her get some exercise after having mostly been driving by the speed limit in the city. He then pressed a button and hit the accelerator. "So let's see how good his driving skills are along with that ride of his."

"I'll go first." Bobbi said before accelerating to catch up with the target their speeds now going over at least 70mph as she slowly caught up with Ben's car.

"So it's ladies first huh." Ben whispered when he saw the female driver approaching him first. He looked ahead and saw signs of a turn coming out as well as one car ahead of him he was catching up with on the left lane of the road. Deciding to take a change in terrain Ben speed forward before pulling a fast turn to overtake the driver ahead of him causing said driver to blow the horn at him in aggravation for the maneuver.

"Hey watch where your going!" The driver shouted out angrily.

"Sorry about that dude." Ben called back before he saw the turn up ahead and switched gears before making a hard turn that took him out of the highway and now heading elsewhere.

Bobbi and Coulson saw this and aligned their cars where Morse made the turn first with Coulson following closely behind her.

"He's heading in the direction of the city." Bobbi told Coulson.

"Dully noted, if your going to make your move then do it soon." Coulson retorted.

"You heard the man Quartermain so take out his wheels." Bobbi said turning to her passenger now known as Quartermain who was a tall Caucasian male with blond hair, blue eyes and wearing the standard issue Shield uniform.

"Be glad to." Quartermain said before he rolled down his window and then stuck his upper torso out while aiming what looked like a blaster at Ben's car before firing a shot aimed at the wheel but the first shot missed hitting only the concrete a few short feet behind the vehicle before he began to fire more shots.

Ben saw he was being fired upon and began to swerve his car sideways a bit to make it harder for them to aim properly. He then pressed a button on his steering wheel causing oil to spill from under his rear bumper.

"Oil!" Quartermain called out as Bobbi turned her car to the side lane to avoid it while Coulson did the same on the opposite side.

"An oil slick? That's so old fashioned." Coulson called over after seeing the attempt at avoiding them.

"Looks like he's got some features under that hood of his." Bobbi said before she lowered her own window and stuck her arm out which was holding her own blaster as she and her teammate doubled their fire on the target. Their shots hit the ground and the bumper of Ben's car but didn't cause any noticeable damage. In fact it seemed like it wasn't even fazed by their shots.

"Well that's a bother but not a problem." Ben said before pressing another switch as the tires of his car became more fortified and his car got lower to better cover them and then a shielding like a lowered gate covered the sides of the tires as well. After that he pressed a button on the consul which changed to display a targeting system showing the two following cars in sight. He scrolled through list of weapons before finding the one he wanted as he pushed the button. The rear lights of his car opened up and the barrels of something stuck out before they started firing back the attackers.

"Oh crap!" Bobbi panicked a bit as she stopped firing and brought her arm back in before gripping the wheel with both hands and veering left to evade however that didn't help for long as the barrel on the left side simply changed it's angle to aim at her again.

"I got your back!" Coulson said as he came up behind her and reached for his glove compartment before he opened it and pulled out a weapon that was similar to a grenade launcher only smaller as he aimed it forward at Ben's car which happened to be in front of Bobbi's at the moment as she kept zigzagging to evade. "On my mark move to the right." He said earning a confirmation from Bobbi on his ear piece. He waited for a moment getting the timing just right before he called it. "Now!"

Bobbi pulled a fast swerve to the side drawing the attention of both barrels before Coulson got a clear shot as he fired a small projectile that was shaped like a capsule at Bens car. The capsule stuck onto the trunk before it opened up to reveal circuitry and then delivered an electric shock.

"Looks like that did it." Coulson assessed.

"What the heck!?" Ben shouted as his car was displaying warnings due to the systems being electrocuted. "No you don't!" he quickly hit another switch and his car emitted its own electric shock from the trunk causing the capsule's current to be reversed before the top blew out and it fell off.

"Apparently not Coulson." Boddi said before giving her superior a look.

"Then let's see him try and escape from this." Coulson said before hitting a switch as the front grill opened up before a harpoon attached to a cable was fired piercing the bumper enough to get imbedded into.

"Oh hell no you did not just pull a Moby Dick on my car!" Ben said angrily at his baby getting skewered right up the butt. He immediately went to accelerate further but then his vehicle jerked as Coulson hit the brakes on his car to slow Ben down.

"I've got him Bobbi, now's your chance!" Coulson called out as Boddi nodded before her own front grill opened up and shot her own harpoon that hit the trunk and also snagged him.

"Oh come on! I just got my car back today!" Ben yelled in anguish. Seriously he just got it back today and in less than two hours it was now being skewered and damaged. He felt another jerk from his car as Bobbi's also began slowing down trying to get him to cease to a stop. "If they think we're going down that easy then they're dead wrong. Come on buddy let's show these creeps what your made of!" with that he floored the accelerator and shifted gears before cranking the speed up as his engine roared with new life and began speeding up dragging the two towed cars along for the ride.

"He's dragging us!" Bobbi cried out as she tried hitting the brakes harder to no avail.

"I can see that." Coulson responded also trying to hit the brakes harder to no avail as his car was dragged along like if it was a rear trailer. "Guys gotta have like 2,000 horsepower under that hood."

Ben saw the cars were still attached to him and saw a sign that showed a tunnel was approaching. He got a smirk on his face as he kicked it up a notch increasing his cars output and speed once again this time using the nitro booster as fire poured out from the gas exhaust vent.

"Make that 3,000." Bobbi remarked as their cars were pulled harder along for the ride as she and Coulson saw there was a tunnel up ahead.

Seeing the tunnel in sight Ben got a fiendish grin before pressed a switch and the tires of his car developed a green lining glow before the back fender of his car opened up to reveal multiple exhausts as they lit up and fired after burners as his car sped to new levels.

"I stand corrected make that 5,000 and climbing!" Quartermain said with eyes slightly widened as he hanged on for dear life as both cars were now being pulled like a cart by a speeding train. Their tires leaving scorch marks on the road from the intense friction.

"At this rate I wouldn't be surprised if it's over 9,000!" Bobbi shouted while trying to keep her steering straight so as to not bump into Coulson.

"Detach the harnesses!" Coulson ordered before both of them released their grips on Ben's car causing both their vehicles to lose some control due to the sudden loss of pull as Ben's car dashed off towards the tunnel where it fired a projectile into it that was seemingly launched from its hood before an explosion occurred that knocked out all of the tunnels lights as Ben's car speed inside and seemed to disappear in the darkness.

"He's knocked out the lights! No doubt he's trying to lose us in the dark!" Quartermain shouted out in frustration at their target getting away.

"No he's not." Coulson said as both of them accelerated after him while turning on their headlights to full illumination to see ahead of them as the two cars entered the tunnel. When they did however they noticed their target was no longer in sight.

"What the hell! Where is he!?" Quartermain said while looking to the opposite lane wondering if he somehow moved to the other road to drive past them.

"Radar's not picking up anything on screen." Bobbi said as she surveyed her monitor showing no signs of the targets vehicle. "You got anything Coulson?"

"Negative I got nothing." Coulson said while looking around but not seeing anything due to how dark it was inside. Their own head lights only managed to illuminate the front of their vehicles. The two of them continued driving forward while looking around for their missing target to no avail.

"This is Coulson to Shield we've lost the target in the tunnel do you have satellite surveillance?"

"Negative sir we tracked your pursuit and his entrance into the tunnel but there's no sign he got out from any of the exits. Scans show he should still be in the tunnel." An agent responded.

Coulson now had a feeling coming over him, a feeling of something bad about to happen. "If he's still in the tunnel with us then where did he…"

"BOOM!"

Before the man could even finish his sentence Coulson's car jerked forward as something had shot it on the trunk. He immediately looked back but didn't see anything. That is until his eyes travelled upward and he was greeted to a most startling sight. There up on the ceiling was Ben's car driving upside down with a pair of small cannon like guns sticking out of the hubs of the front wheels aimed directly at them.

"He's above us!" Coulson called out as Bobbi and Quartermain turned to look back and above them to also see the disbelieving sight.

"How the hell is he up there!?" Quartermain questioned as not even their shield vehicles had the tech for driving on the ceiling of a tunnel.

"I believe the real question is how do we fight back from that angle?" Bobbi said as she knew their cars didn't have weapons for fighting an enemy above them. They did have some small missiles they could fire but those would really damage the tunnel and cause it to collapse if they missed not to mention that the missiles could only be shot forward from the front.

Ben meanwhile was enjoying having their roles reversed as he was now the chaser rather than the chased. The darkness of the tunnel was no problem for him as he had pressed a switch to make the front screen go to night vision mode where he now had a clear image of the poor saps below him. He opened fire on the red corvette again shooting it's trunk as payback for making shish kabob of his car's behind.

Coulson veered left and right trying to avoid further damage as the trunk of his beloved car was dented and smoking to his dismay. Quartermain tried providing support fire but like before his shoots seemed to just deflect off the armor.

"Somebody tell me they got an idea?" Coulson called over to Bobbi as he didn't like being the center of their targets attention now. His precious Lola was taking a real beating and he got the feeling their target was getting a personal delight in it.

"We're approaching the tunnels exit once we get out he won't be able to stay above us." Bobbi called over as she could see the light at the end of the tunnel.

"Unless his car can fly that is." Quartermain muttered but it was loud enough for Bobbi to hear him.

Ben meanwhile saw they were getting close to the exit and figured it was time he made his move. He hit a different button on his consul as the cannons retracted back inside before the hubs of his wheels seemed to detach as disk like devices were ejected. They were silver colored with green circuitry lining circling around giving it a UFO kind of look. The disks light up and flew down while spinning towards the cards where Bobbi and Coulson saw them and not wanting to find out what they were attempted to evade but the disks merely followed their moves. Quartermain tried shooting them down but missed and by then it was too late as the disks stuck to their cars underneath the trunks.

"Something tells me we're not going to like what happens next." Bobbi remarked while bracing herself for what was going to happen next as she expected an explosion or electric shock. However seconds passed and nothing happened at all as they could see the exit to the tunnel approaching.

That's when Ben made his move as his car speed up so it was ahead of the two agents' cars. He then gave his steering wheel a hard turn as his car dashed to the side of the wall now running sideways on the wall before it then jumped off the wall and spun to be right side up as it landed back on the road in front of the agents who reduced speed to avoid crashing into him as the three vehicles exited the tunnel at last. Ben looked ahead and happened to see a bridge was close by giving him another idea.

"Let's pin him." Bobbi suggested as Coulson nodded before they both speed ahead to flank him from both sides. They would make sure he couldn't get away this time.

Ben saw them closing in and looked ahead to see the overhead bridge coming up. He secretly slowed down just a little bit to allow them to close in faster before he then pressed a button that cause his car to sprout it's aerial flight wings before he changed their angle so the front was facing upward and the back downward.

"He's going to fly away!" Quartermain alerted them.

"You just had to jinx it with that remark didn't you?" Bobbi said as she blamed her comrade for his words.

"Wait something's not right with those wings?" Coulson said finding something off.

Sadly before he could think more about it they saw Ben's car suddenly come to a quick stop before going into reverse, startling them both as they tried to turn away from him but it was too late as their cars speed by him and both vehicles were sent flying as the wings of Bens car acted like ramps sending their cars airborne and sailing above the overhead bridge.

"Oh crap!" Bobbi yelled out in panic as she gripped her seat and braced for imminent impact.

Coulson meanwhile quickly went to activate his cars flight systems but before he could both vehicles were suddenly pulled backwards while still in midair as they came colliding with the side of the bridge now hanging off the wall like a pair of towels. The collision caused them to bump their heads but remain conscious.

"Uhhh what just happened?" Quartermain groaned out as he rubbed his head, he definitely would be getting a bump after this.

"We got outmaneuvered that's what." Bobbi said as she tried getting used to facing downward.

"And it's still not over yet." Coulson remarked with displeasure as they heard the sound of Bens car before it passed them by underneath and then pulled a massive U-turn before coming to a stop facing towards them. The wings it brought out before now retracting back inside as the engine then powered down.

Ben opened the door and stepped out of his car before walking closer towards them with a cocky grin on his face clearly enjoying his triumph in the high speed chase over them. Quartermain took his blaster and aimed it at Ben in a clear attempt to get him to stand down but the alien shape shifters smirk didn't drop as he pressed a button on his belt which caused his car's hood to open a panel as a multi barreled miniature missile launcher rose up, the hubs opened up to reveal the same miniature cannons from before and the sides of his door opened up to reveal multi barrel lasers all aimed at the two dangling vehicles as he gave them a challenging look daring Quartermain or either of them to open fire on him.

Bobbi got the hint as she lowered her comrades' weapon giving him a silent shake of her head.

"Smart choice." Ben told them before pointing his finger down. "Now how's about you three get down from there and explain why you're after me?" he then gestured to his armed car "Or I can just make you talk the hard way. Whichever one you chose is fine with me either way."

"Alright then." Coulson said raising his hands in mock surrender before turning to Bobbi. "Let's go greet our new friend then shall we?"

Bobbi looked unsure but then again they didn't really have much of a choice at the moment. It was either comply or fight a battle they'll likely lose. Quartermain just frowned that they were basically without other options. Nevertheless they followed Coulson's orders as they jumped to the ground out of their respective vehicles and approached Ben.

"Okay that's close enough." Ben called out stopping their advance and putting their distance a good 15 feet apart. Far enough for him to keep an eye on all three of them, while close enough for his car to retaliate just in case. Now that they were out of their cars Ben got a good look at the people in front of him.

One was a Caucasian man in his late-thirties with blond hair and blue eyes wearing a uniform who had a small glare aimed at him clearly not liking his current situation. The second one was another male in his late forties to early fifties with thin brown hair wearing a business suit which he found to be a weird choice of attire for someone who was just in a high speed chase. The third one was the only female of the group who was a woman in her early thirties with blond hair and blue eyes also but didn't share any facial similarities with the other blond to indicate they were related. Never the less she had an attractive face especially with those small freckles under her eyes and a well-toned yet still curvy body to go with it.

Unknown to the agents however was that the sunglasses Ben wore are actually a miniature computerized scanner which he was using to check them for any weapons on hand or concealed. It spotted the blasters on the two blonde's waists and detected a weapon hidden in Coulson's suit in a hidden pocket. He would make sure they didn't pull anything as he put away his shades after confirming what he needed.

Coulson's group also got a good look at him now that they were standing before him. They saw he was a young man in his late twenties to early thirties they guessed. He was tall standing at an even 6 feet in height with a nicely toned muscular frame but not overly buff, he had emerald green eyes and a full beard that was kept short. He was wearing a black stripped white t-shirt with short sleeves, dark green pants, a black utility belt of some kind with a round buckle that had multiple buttons on it as well as pouches and on his wrist was a strange looking watch. If the situation was different Bobbi would've considered him to be quite handsome.

"Now then identify yourselves. Are you friends with those punks I recently thrashed?" Ben questioned with a stern gaze losing his cocky grin a bit.

"No we're not with them. My name is Phil Coulson" he identified himself before gesturing to the two blondes beside him. "This is Bobbi Morse and Clay Quartermain we're agents of Shield." Coulson identified himself while keeping his hands up in mock surrender.

Ben raised an eyebrow at that. "Shield? You mean you're from the Strategic Homeland Intervention Enforcement and Logistic Division?"

Now it was Coulson's turn to raise an eye brow at hearing the long version of their organizations name but this time Bobbi answered. "You actually know the long version?" she asked almost with slight amusement that someone would even say it. The reason they changed it to Shield was because the full name was too long for regular people to remember what it stood for or care to remember.

"I looked up your spy agency in my free time." Ben remarked sarcastically before pressing on. "You got a badge to prove your claim?"

"I do." Coulson said before gesturing to his inner suits pocket. "May I?"

"No quick movements." Ben warned the man but let him proceed.

Coulson slowly reached into his suit and pull out his wallet before opening it to show his Shield ID and his badge on the bottom. Ben requested Coulson throw it over for a better look which he did as the alien hero caught it and looked it over. The full grown hero looked it over although what Coulson's group didn't realize is that Ben had no idea what a real Shield badge and ID is supposed to look like. He then threw the badge back to Coulson before pressing a switch on his belt buckle as his car disarmed retracting all weapons back inside.

"Ok looks like you check out. Sorry if I was rough with you guys, I didn't know you were the good guys." Ben apologized sincerely thought it seemed more out of courtesy than actual regret.

Coulson lowered his hands. "It's ok no serious harm down." He said before turning to their hanged vehicles and pointing at them. "Although do you think you could, you know?" he asked wanting his baby down.

"No problem." Ben said before he walked to his car backwards to keep his eyes on them as a precaution and pushed a button on the consul causing the two devices to shut off as their cars dropped from the bridge. Bobbi's car landed on its front bumper severely denting it before it fell backwards to fall upright. Coulson's car however wasn't as lucky as it fell too forward and crashed landed upside down damaging itself far worse than before as the hood, seats and trunk got severely dented.

Bobbi flinched looking away from the sorry sight of her superior's car and even Quartermain winced as he knew how much Coulson loved his vehicle. That had to hurt which was a clear indication to Coulson whose head was shacking so slightly it was almost unnoticeable and his right eye almost seemed like it was threatening to twitch but he managed to contain it as he turned to Ben with a look of displeasure showing on his face.

"Umm ooops." Ben said sheepishly this time with actual regret in his voice as he apologized again while scratching the side of his head. "Sorry about that but my gravitation disks only go on and off."

"Couldn't you have transformed and gotten them down gently?" Coulson questioned the easy solution that could've resolved it.

Hearing that Ben's eyes showed surprise at them knowing about it but then again they were a super spy agency. "So you know about my powers. I gotta admit you figured me out faster than the guys from my world." He then decided to change the topic back to the main one. "So what do you want with me?"

"We'd like you to come with us for some questioning." Bobbi said figuring she could speak the most gently.

"So you're here to arrest me?" Ben said while crossing his arms and looking like he was preparing for combat.

"No." Coulson said earning a confused look from Ben. "If we were here to arrest you then we would've brought a strike team to capture you. As it stands we're here to ask you nicely to come with us."

"So I'm free to decline your invite." Ben said with a small grin at the edge of his face as he seemed to be testing them now.

"You can although personally I'm hoping you accept so we can avoid further trouble with each other." Coulson said honestly. "You were already tricky to find so it would be a pain having to start our search all over if you go into hiding again."

"Yeah we'll I made it my business to stay off peoples radar for my own reasons. It's not like I'm trying to avoid you fellow lawmen because I'm a villain with an ulterior motive or something. I'm just not in the mood for unwanted attention; though it seems to be a mood point now given I've caught your organizations eyes." Ben remarked a bit sourly.

"Well then why not come with us so you can debrief us on yourself and if Fury sees that you mean no harm then he'll likely let you go?" Bobbi offered seeing that Ben hadn't exactly turned them down yet.

"Fury you say." Ben pondered as he thought about the supposed Director of Shield. He didn't really have much info on him other than his name, position and some past exploits before he joined the organization. He mostly only learned about Shield's existence and their purpose rather than any information that would be important to them. Though now with his car he could change that if he wanted but perhaps another way was better.

"Alright I'll play your game but don't expect me to let you blindfold, drug, knock me out or anything else like that involves me waking up tied to a chair or something else or similarity. As you've said you're asking me nicely so I expect to be treated nicely for my compliance. I'll let you cuff me if you want but that's it." He answered with a warning tone.

"You expect us to just let you come onboard our base with minimal precautions!" Quartermain said in dislike.

"Ok then." Coulson said earning a stunned look from Quartermain and even Bobbi at his quick acceptance.

"But sir!" Quartermain said trying to object but Coulson raised his hand telling him to drop it.

"Fury wanted us to bring him in for a talk. If he wants to be treated like a guest then it's fine." Coulson said before reaching into his suits other pocket and pulled out his phone where he speed dialed someone. "This is Agent Coulson the package is ready to come aboard."

As soon as he finished that sentence a loud noise was soon heard approaching them and when Ben looked up at the sky he was greeted to the sight of a large dark brown airplane descending towards them. The plane looked like a customized globemaster type. It had two engines on each wing and another two engines on the rear wings as all six of them were pointing down in its descent. One of the real noticeable things was that it had a really long vertical stabilizer with two horizontal stabilizers expanding. All in all, the entire thing looked like a fusion between a cargo plane and a jet.

"Nice plane." Ben commented as it finished landing beside the road with its back turned as its cargo doors began to lower themselves.

"It's our ride out of here." Coulson said before gesturing for Ben to enter it but instead he gave a look.

"My cars coming with me." Ben said as if it was none negotiable.

"You're bringing your heavily armed vehicle onboard our plane." Quartermain said as if he thought it was nuts.

Ben turned to Coulson. "Would you leave your car behind in the middle of the road for who knows how long?"

"I'd sooner leave my suit and weapons before I left her behind." Coulson responded with his usual smirk knowing what Ben was getting at with that remark. "Speaking of which can you help get mine onboard? I'm going to need to repair her after all this."

"Sure." Ben agreed before walking towards Coulson's flipped vehicle and in a flash of green he turned into Lodestar surprising Bobbi and Quartermain with his sudden change while Coulson looked unaffected. Lodestar raised his pincer and sent out his magnetic waves raising the car of the ground and then flipping it right-side up before putting it back down gently and then turning back towards them before another green light revealed him in human form again.

"Ok now it's my turn to say that was pretty cool." Coulson commented showing some fascination.

"I aim to please." Ben joked before returning to his car while Coulson, Bobbi and Quartermain went to theirs. Thankfully Coulsons car still worked as Ben drove his car into the plane first followed by Coulson and Bobbi. After they were all loaded up the cargo doors closed and the plane had lift off before flying back to base.

An important meeting awaited him.

* * *

 **Aaaannnnnnd CUT! That's a wrap for this chapter as Ben has finally met with Shield agents and is going to have the long awaited meeting with Nick Fury next chapter.**

 **I hope you all enjoyed that car chase as I wrote it in honor of Fast and Furious star Paul Walker who I still think about when I see car chases on TV. I posted this chapter today because it is the same date as when the movie Fast & Furious 7 came out at its earliest in the TCL Chinese Theater which is the last movie to show dear Paul on the big screen. F&F will carry on his legacy and he will live on.**

 **Can you figure out how I honored him in this chapter besides with the car chase?**

 **If you do then mention it in your reviews and we'll see how well your observation skills are :)**

 **Also joining us today in his first appearance here is our more recently departed friend Stand Lee AKA Stan "The Man". I know he had no connection to the Fast and Furious franchise but I couldn't resist putting him in as I felt I kept him waiting long enough and he deserved get his spot light.**

 **To honor Stan even more I'd like to hear what your favorite Marvel comic was and your favorite cameo he stared in out of all the Marvel movies.**


	5. The Big Decision

**I don't own Ben 10 or Avengers EMH.**

 **It finally came. After all this time it's finally arrived… AVENGERS ENDGAME HAS COME TO THEATERS!**

 **And OMG it was AMAZING, SPECTACULAR, UNBELIEVABLE , BEYOND IMAGINATION!**

 **That movie was an ending to a great story that started years ago. And now with it's completion also comes the true goodbye to Stan Lee who won't be in anymore movies. This is also a goodbye to Robert Downey Jr who's contract has ended.**

 **Todays chapter will include a certain character making his first appearance in honor of the coming soon movie of X-Men Dark Phoenix which I'm hoping will be a far greater retelling of the story.**

 **Also I wish to all those who have seen the movie of Avengers Endgame I wish to hear what was your favorite part of it so include that in your reviews. I would mention mine right here but I don't want to spoil the movie for those who haven't seen it yet.**

 **Now then let's continue with the story :)**

* * *

 **Chapter 5: The Big Decision**

"So what do you think sir?" Coulson asked Fury as they watched Ben on a video screen from the camera that was recording him in the interrogation room.

"Hellooooo." Ben echoed across the room he was sitting in by himself cuffed to the table. "I know you're watching me so would you just come in already so we can get this over with!?"

After boarding the plane Ben allowed them to place special handcuffs on his hands that covered his forearms from the wrist and before the elbow. He didn't know what it did but suspected it was supposed to suppress super powers. Although he was pretty certain it was more for the super powered beings from their world and not someone whose powers came from tech. His talk with Coulson allowed him to see what while they knew about his powers they lacked the knowledge of its origin and functions. He could still feel his mental connection to the Omnitrix even now which is why he wasn't worried at all.

It was after he let them place the cuffs on him that he let them lead him to a private room for questioning. The only problem was that he had been waiting for a good ten minutes now and was starting to get bored and annoyed with the constant waiting combined with the silent treatment he was getting.

"So far I'd say the man has some childish qualities to his personality." Fury stated already getting an estimate on their guest's mentality. He certainly wasn't what he was expecting, though he didn't know if this was a good thing or not. His thoughts were interrupted however when he received call on his com. He pressed his ear to answer.

"Go ahead." Fury called out.

"Sir we've brought him over as requested." The voice of Maria Hill called over.

"Good let him in now." Fury ordered. No sooner that he did the door to their room opened and a new person entered.

The person was an elderly man who looked to be past his seventies but still looked good for his age. He was a bald man with brown eyes wearing a black business suit with a matching tie over a white button shirt and black pants, What would be the most attention grabbing thing was that the man is in a wheelchair as he moved himself forward.

Coulson's eyes widened a bit recognizing the man before him as he approached the man. "Charles Xavier it's an honor to meet you sir." He welcomed the man while offering his hand.

He of course knew about the man who was before him. Charlers Xavier was the head of the mutant research as well as being the founder and leader of a school for mutants who he trained and educated to help them control their powers and use them responsibly. He admired the man's noble goal for a world of humans and mutants living in peace. Secretly he had been longing to meet the man.

Charles gave a small nod as he shook the man's hand. "It's nice to meet you to Mr. Coulson."

"Please don't call me Mr." Coulson said finding that it made him sound old.

Charles smiled a bit as he picked up on that sentiment. "Very well Agent Coulson." He called him instead before turning to face Director Fury.

"Professor Xavier it's good to see you again." Fury greeted with his detached tone.

"Yes I suppose it is nice to see an old face I haven't seen in quite a while." Charles greeted back politely though he did show he wasn't exactly relaxed. "Now that I'm here perhaps you can tell me why you've requested my presence?"

It had been just another day for him. He had woken up, had breakfast with his students and saw to their training just like any other day when there was no trouble to fight against. That changed when a Shield helicopter landed on his front yard and Maria Hill came out saying Fury needed to see him right away. He had scanned her mind as a precaution to see if there was any mal intent behind the visit and request but saw none of that. Some of his students and trusted teachers objected to him going alone, a certain Canadian with claws being the loudest but he had calmed them down and convinced them there wasn't anything to worry about and that he would return shortly.

"As I specifically told you, my concerns are concentrated on the fate of mutant kind and that I won't be turning any of my students or possible recruits over to you." Xavier reminded him.

"And I've respected your decision despite some reservations." Fury spoke out while recalling the last time they talked. The conversation had been somewhat of a calm argument that ended with him leaving mutant matters to him though he did still get involved if said mutants did certain actions or possessed powers that warranted his attention and response.

"True although you haven't been a supporting ally to my mutant cause either." Xavier remarked as while Fury wasn't against his team or their dreams he wasn't exactly a supporter either since he didn't really offer assistance or help with the mutant persecution they were constantly dealing with.

"Let's not get into that again Xavier." Fury redirected as he didn't want to get into an argumentative loop. He remembered clearly when Xavier asked if he could provide support to his cause and how he turned him down due to both political and security reasons. "Now as for why you're here, it's because we've gotten ahold of a suspect that I'd like you verify for me." he said while pointing to the man inside the room.

Charles approached the display screen to see an unknown man inside looking like he was getting impatient.

"Who is he?" Charles asked knowing Fury wouldn't ask him here for just anybody. The fact he called him here meant this was someone he didn't know much if anything about.

"That's what I'd like you to find out." Fury stated. "His name is supposedly Ben Tennyson and is allegedly a hero but there's nothing to prove that claim since there's no record of any kind on this man."

Charles raised an eye at hearing that. He figured that meant he was a ghost, someone who covered their tracks or erased all records of their own existence on the world of data.

"Is that all?" The bald mutant asked finding it to be pretty excessive bringing him here just for one unknown man.

"No it's not." Fury said before turning to him. "Do you recall an unknown burst of power that swept across the lands that occurred less than a week ago?"

"Yes." Xavier simply answered as he recalled that event.

He had been using Cerebro to search for possible new mutants manifesting when he had felt an unimaginable wave of power that swept over the mansion. The amount he felt caused Cerebro to overload and nearly explode if it hadn't blown a fuse. He nearly passed out from the experience but his student Jean Grey wasn't as lucky as she did indeed pass out when her mind was overwhelmed by the power she felt. The other students thankfully didn't suffer any harm. Still though the power he felt that day had been unlike anything he ever felt and since then he spent some time investigating trying to find the source but couldn't find anything.

"Well you're now seeing the man who was likely responsible for that." Fury clarified earning a stunned look from Xavier, seeing this he continued. "We tracked the origin point of the event and found him at the source. It's taken us a few days to locate and bring him in but now we have him and would like your help in determining of he's a threat to us."

"Is he a mutant?" Xavier asked since Cerebro had only just recently been fixed and he hadn't gotten to use it yet.

"As far as we can tell no he's not." Fury said recalling what Doctor Strange told him. "So if you don't mind I'd like you to see into his brain and tell me now if he can be trusted or not."

Xavier frowned a bit as using his powers to pry into the minds of others was always something he tried to avoid when he could. There were always exceptions such as when dealing with those who intentionally wish to harm him or his students, or those he wished to recruit to his school in order to ensure they weren't a danger to them. Other than that he only did that when he got permission from the recipient. Now he was being asked to read a strangers mind. Though he was curious about the person he felt he should comply if this man really was a danger to others.

Placing his hands on his forehead the mutant telepath closed his eyes in concentration as he extended his mind. He passed through the walls and into the room where the man was being kept before proceeding to dive into his mind.

That was what he had attempted to do. But instead of entering his mind he felt himself collide with what he could only describe being a massively powerful barrier that was shielding his thoughts. Xavier had seen mental defenses before but this was different from anything he'd seen. This barrier didn't feel like it was coming from his mind but somewhere else and it was like the shield was as thick as a planet's crust with the power of the sun to ward off others.

Xavier lowered his hands as he got a look of astonishment.

"So what did you find out?" Fury asked after seeing his expression.

"I-I couldn't read his mind." Xavier said earning a look of disbelief from both agents.

"You mean u got nothing from him?" Coulson questioned as he knew from the files how powerful Xavier was and for him to be unable to penetrate someone's mind spoke volumes.

"His mind carries the strongest defense I've ever seen." Xavier said as he pondered this. "It's unlike anything I've ever felt before. With Magneto wearing his helmet I'm blocked off like a computer who can't access the internet. But with this man it's like there's a firewall with the strength of the sun protecting him from anyone accessing his mind."

Fury got a displeased look on his face as he looked back to the awaiting Ben in the room.

"However I could pick up something's." Charles mentioned gaining both agents attention again. "I couldn't read any of his memories but I can hear what he's saying and feeling right now."

"Which is what?" Fury questioned seeing it was better than nothing.

"Calmness, annoyance, impatience, curiosity and thoughts about how he enjoyed a recent car chase and how during it he unintentionally trashed…." Xavier revealed before another voice spoke.

"Ok I think we get it." Coulson interrupted not wanting to hear about his poor Lola's accident again.

"Hey I said I'd come willingly which I did and even let you cuff me." Ben spoke up with a raised voice catching their attention as he lifted his restrained hands to the camera for emphasis. "If somebody doesn't get their butts in here to start talking to me then I'm going to bust myself out of here in the next sixty seconds starting **now**!" he yelled the last word out to make his point.

"I believe that's your cue sir." Coulson said knowing their guest will probably follow up on his words. Those power suppression cuffs he was wearing didn't give him much reassurance since they didn't know if he was a mutant, an enhanced human, an inhuman or something else. If only they had gotten a blood sample they could've known for sure.

"Just one last thing before I do." Fury said before he made a call.

* * *

Ben counted off the seconds in his head and by tapping the table with one of his index fingers and was preparing to transform when he counted down from ten but stopped when he saw the door open as two people walked inside.

The first was a tall black man wearing the same kind of uniform he saw on Bobbi and Clay and an eye patch on his left eye with a stern look that seemed permanently set on his face. The second person was a gorgeous woman with long flowing red hair that reached her lower back, had lime green eyes, was wearing a black body suit that hugged her body frame very nicely showing off her curves and had a pair of small yellow looking gauntlets on her wrists which Ben figured were some kind of weapons. She also had a calm but intense look to her no doubt from being on guard. She was quite the beautiful sight to Ben as he hadn't really met any woman from this world besides those African women he fought and even then it was in a fight and not in a simple conversation. He saw both occupants stand across the table from him but not bothering to take the seats in front of him yet.

"So which of you is Nick Fury?" Ben asked despite already knowing the director wasn't a woman.

"That would be me." Fury said having already seen through his little game and wanting no part of it.

 _"He's a sharp one."_ Ben thought impressed he had seen through him that quick but then again maybe he was too easy that time. "Nice to meet you then, I'd offer to shake your hand but you know." he gestured to his cuffs before turning to the lovely red head "And you are?"

The woman didn't respond to him and just merely stared at him.

"Ah a strong silent type, I get it." Ben guessed though he suspected she was keeping quiet for another reason.

"This is Black Widow another agent of Shield." Fury introduced his female agent.

"Black Widow?" he pondered on the codename for a moment before a thought occurred to him. "Oh I get it, it's because of the red hair and black suit like the spider you're named after right? And probably because you are quite dangerous I'm guessing? So is that your codename or did you actually change your legal name to that?" Ben asked since it sounded cool as he tried getting her to talk to him.

"No she's actually better than you might think she is." Fury stated before he pulled his chair to take a seat as Black Widow followed his example.

"So are we doing a good cop, bad cop thing cause if so then she's obviously the bad cop considering your doing the talking while she's keeping quiet?" Ben questioned trying to get a word from the woman.

"Think what you like but you won't get her to talk unless she wants to." Fury said before getting to right down to business. "So while we're talking how about you tell us who you are?" he asked wanting to see if he tells them the same thing he told Doctor Strange to match the story.

"No problem." Ben said before pausing for a moment. "But only if she talks too." He pointed to Black Widow.

"Why do you want her to talk?" Fury asked wondering if the man was trying to get something from her.

"Because it's bad manners to have someone stare at you and not say anything." Ben said like it was obvious before glancing at her. "So how about you speak up for once and say something. Preferably something that's more than two words and isn't an insult."

"Vash razdrazhayushchiy chelovek (You're an annoying man.)" Black Widow responded in Russian.

"Da, ya poluchayu eto dovol'no chasto. (Yeah I get that quite often.) Ben responded back earning a slightly surprised look from Natasha and Fury at seeing her blind jab fail due to him also knowing the language. He didn't just know the language his accent was also pretty good too. "I ya skazal, chto predpochel by, chtoby vashi slova ne byli oskorbleniyem, kotoroye vy tol'ko chto sdelali, no ya pozvolyu etomu skatit'sya. (And I said I would prefer your words weren't an insult which you just did but I'll let that one slide.)

"So you can speak Russian. What else do you speak?" Fury questioned wondering how many languages Ben knew.

Ben stretched back in his seat. "Oh just some Chinese, Japanese, Spanish a bit of French and even some Portuguese." He listed of the languages he knew.

"Not a bad variety." Fury said before resuming. "Care to tell us your name now that Natasha spoke."

"Well my names Ben Tennyson for starters and I'm a super hero." Ben said straightforwardly.

"A hero you say. Funny cause we've ran your face across all our databanks and there's no record of you anywhere before 3 days ago." Fury said watching Ben's facial reactions for any sign of deceit.

"Well that's because I'm not from this place." Ben said shrugging his shoulders a bit before continuing. "Believe it or not I'm actually from another universe much different from this one that you and everyone else live in."

"Another universe huh, so what does that make you then an alien?" Fury questioned further wanting more info. He saw Ben's eyes get a thoughtful expression for a moment as if unsure about the answer before he replied.

"No I'm very much human like everyone else. I'm also a resident of my world's planet earth and live in it with the rest of humanity." Ben explained but Fury still didn't look convinced.

"If that's true then why'd you come here and what are you planning?" Black Widow questioned this time since there was no point for her to keep silent anymore.

They saw Ben say nothing at first as he seemed to be weighing his thoughts. After a moment he began talking about how he ended up in their world. (Though he made sure not to mention how he and Vilgax fought as omnipotent beings. Instead he just said his opponent was someone who could manipulate space which was technically true and not a lie at the time he fought him). He then mentioned his landing in Africa and meeting Doctor Strange but didn't reveal his confrontation with the Wakandans which unknown to him Fury already knew about as well his promise to not mention them. The topic changed to Fury asking about him about how long he's been a hero and got a startling surprise (even Natasha had a surprised look) when Ben revealed he's been a hero since he was only ten years old.

Now the topic was changed to something Fury wanted clear answers on.

"We've seen footage of you in action and your strange shape shifting. How are you able to do that exactly? You get your powers in an accident or something?" Fury pegged wanting to know how he accessed his powers. There were cases of people getting their powers through experimentation or unintentionally from accidents.

Ben stared at Fury in his lone eye for a moment before deciding to just tell him as he lifted his hands to show what looked like a black, white and green colored watch shaped device on his wrist. Although Fury knew it wasn't right away due to seeing the fact it had no clock hands or anything else. It could've been a light up watch but he dismissed that thought, the technological appearance of it seemed too advanced to be such a simple device.

"This is how I do what I do, it's called the Omnitrix." Ben revealed.

"Omnitrix?" Fury repeated the word clearly showing he wanted him to say more.

"It's a device that was created by a super brilliant alien genius from my universe." Ben said earning an interested look from Fury when he mentioned the word alien. "This device contains within it the DNA code of sentient alien life forms which I can transform into when I want to. When I do I gain that aliens biological body as well as their natural powers."

Fury looked at the small device looking doubtful that such a small device could have such functions but then again Ben said an alien made it so maybe it was. "So those forms you turn into are aliens. How did you come into the possession of such a device?"

When Fury questioned him on that he revealed that he found the Omnitrix by accident when it fell to earth when he was just a kid on the first day of summer vacation. When he found it he fiddled with it before discovering its powers and he decided to become a super hero with it. Though he confessed it was at first for the excitement of it and to make it the best summer ever. Also that he was pretty immature back then and made some mistakes in his career. Thankfully none that got anyone killed but nevertheless it helped him mature and be a better hero as the years passed.

"How many aliens does it have in total?" Fury asked wondering on the extent of his powers.

Ben smirked at that question as he was going to enjoy the looks on their faces.

* * *

"So this is the suspect's car?" Maria Hill questioned as she looked over the vehicle before her as a small team of analysts were running scans on the vehicle. It certainly looked advanced and after its car chase/fight with Coulson and Bobbi the only damage it had was to its rear bumper from being impaled by the harpoon launcher.

"Sure is, looks pretty cool right?" Bobbi asked her superior as she gazed at the vehicle admiring it and wondering what it would be like to drive it. It certainly impressed her after seeing it in action.

Maria Hill didn't answer her question.

"This thing is dangerous in the wrong hands." Quartermain spoke up as he walked around the vehicle that caused them trouble before he turned to a nearby analyst. "So what can you make of it?" he asked wanting to know the materials it was comprised of, its circuitry and everything else about it.

"Well sir… we don't know." The analyst agent answered hesitantly knowing he wasn't going to like the answer.

"What do you mean you don't know?" Quartermain demanded with a displeased tone.

"Our scans on the vehicle have turned up nothing. It's as if there's some kind of security blocking us from identifying any part of it." The analyst said looking confused himself. "I've never seen anything like this before on any network we've tried hacking into."

"Man this is bothersome." Quartermain said before placing his hand on the car when he tried to look inside. But didn't see any items left out. "Let's try to unlock the trunk to see if there's anything inside." He said before an analyst brought him a tool kit where he took out a special lock picking device and placed it on the trunk.

That turned out to be a mistake.

Before Quartermain could even press the button the entire car suddenly emitted a massive amount of what looked like green electricity startling the analyst agents. They scampered away from the vehicle which fried their scanners, shorted out the device and electrocuted Clay who was too close at the time to get away as he gave a small scream in pain.

When the shock finally died out the blonde agents suit was emitting smoke from most of it, his hair was sticking out everywhere, his eyes were wide, his teeth were chattering in place and he looked frozen on the spot. That however didn't last long when he fell backwards landing on his back as he lied on the floor with his body and face now twitching. It would've been funny to anyone else, though Bobbi did find it kind of funny despite her concern for her fellow agent's health as she was the first who went to check and kneeled next to him but didn't touch the agent out of caution.

"You ok Quartermain?" Bobbi asked wondering if he could hear her.

"I'll (twitch) let you (twitch) know (twitch) when I (twitch twitch) stop twitching." Quartermain blurred out as he was still having twitching episodes.

Bobbi turned to look at the vehicle feeling it might be better to not trifle with it again before she turned to Maria. "I think it might be best not to try tampering with it any further, who knows what it will do next in retaliation. Personally I don't want it to start firing lasers, missiles and who knows what else while we're inside the Helicarrier." She recommended to her superior who had her hand on her ear clearly having received a call.

"We've already been given the order." Maria said with a displeased exhaled breath. "Seems like we're not going to get any answers from it so let's pack up and leave." She ordered to the crew as they nodded before gathering their things including their ruined scanners to clear of the room.

* * *

 **A few seconds before Quartermain was electrocuted**

Ben was right he did enjoy the looks on their face. Their reaction wasn't as big as he would've enjoyed but seeing their calm expressions break was still delightful to see. After he told them the Omnitrix contained the DNA of over one million aliens he got to enjoy the cracks on their unbending faces. Though he did also tell them that not all the aliens he could turn into were powerful fighters. There were some that didn't have any combat capabilities or useful powers. Some would actually be considered useless in a fight.

Before Ben or Fury could say more however his Omnitrix suddenly started beeping, flashing a blue light on its icon. Ben frowned as he recognized what it meant but Fury and Natasha didn't.

"What's with the light, are you getting a call or something?" Natasha questioned the significance of the blinking light.

"More like a notice." Ben said before giving them a look of displeasure. "Now I would appreciate it if your people wouldn't try to mess with my car anymore than you've already attempted while I'm here."

Fury said nothing for a moment as his mind now figured that Bens watch must be connected to his vehicle and it just alerted him to his agents tampering with it. Seems it wouldn't be easy getting answers by a sneaky approach. He then touched the com link on his ear.

"Nick Fury to Maria Hill cease your analysis on the subjects car at once, your actions have been noticed." He ordered seeing no point continuing now that Ben knew about it. Besides he didn't want to give him more of a reason to try busting out.

"Anyone ever tell you that you've got serious issues with trusting someone?" Ben asked the Director of Shield. He wasn't angry at their attempt to pick and probe his ride rather he was just displeased to still be treated with all this suspicion after he's been so forthcoming and compliant. He understood they were very cautious and had no reason to trust him but even so there was only so much he could take without being given the benefit of the doubt before he took it personally.

"With the years spent in my line or work and the things I've seen you'd understand why." Fury remarked without apologizing for his agent's actions. "So what are you planning to do?"

"My plans are a simple three step course, step one I track down Vilgax, step two I go kick his butt and step three I apprehend or destroy him." Ben counted off with his fingers. "Whichever one works for me but the main problem I'm having is finding him. I know he's in this universe somewhere but I just don't have a clue where."

Fury narrowed his eyes recalling Ben's mention of the alien warlord. "So how will you find him then?"

Ben thought about it for a moment before the likely solution came to him. "Well either I invent a way to find him or I stay in this world and wait for him to find me."

"Your going to just sit around and wait for him to find you?" Black Widow questioned his strategy. "The universe is a big place what makes you think he'll come find you?"

"Cause the guy is my archenemy, he hates me, never conquered earth while I was around to stop him and I know he would like nothing more than to see me beaten or dead at his feet before he conquered the planet and then the universe soon after." Ben stated with no doubt in his voice. Even if he couldn't find Vilgax he knew the squid face would find him and come after him for revenge like always, it was just a matter of when.

"How long are you prepared to wait?" Fury questioned wondering on the man's patience.

"However long it takes although with how my life usually goes when it involves him I doubt I'll have to wait too long." Ben said plainly. With how the universe sometimes seemed to enjoy making his life difficult he wouldn't be surprised if Vilgax suddenly burst through the wall right this second.

"So what will you do while you search and wait?" Natasha asked considering the man didn't have a home in this world, no allies or any other belongings besides his car.

Ben hummed in thought as he wasn't certain himself. He knew what he had to do but as for where he'll do it and how he'll live a daily life in the meantime he didn't know. He had enough money to buy a place to live but other than that he didn't know what else to do.

"Honestly I don't know. My cars got some money from my world which thankfully is the same as here. I got enough to get a place to live in but besides that I'm not sure what else I will do. Perhaps I'll start trying to build a lab or something for all those inventions I'll be cooking up to try and locate Vilgax." Ben said with a little uncertainty in his plan but then got a look of conviction. "Although I will of course be continuing to help out anyone I come across. I may have a set mission right now but that doesn't mean I can't continue to do good in another world while I'm at it."

Fury listened to his words and saw the determination and unwavering spirit in his eyes. It was the kind of look he saw on someone who truly wanted to help others. He filed that thought aside and stood up from his seat where Natasha followed his lead. "Well this interview is done for now, wait here." He said before walking out of the room with Natasha right behind him.

"Hey Fury you better not keep me waiting too long!" Ben called out before the door was closed. "I get bored easily!"

Fury and Natasha meanwhile walked back into the viewing room where Coulson and Xavier were waiting in the same spot as before. He turned his head to face them. "So your thoughts?" he asked wondering if they got a good enough read off him after exchanging words.

"He seemed to be telling us the truth although I could tell he was keeping something to himself when he talked about his fight with the alien called Vilgax along with a few other things." Natasha answered looking at Ben on the screen as he was now tapping his finger on the table. "I can't be certain yet but it didn't feel like he was a threat."

"I felt no deception from his thoughts" Xavier spoke up. "Though I could feel he was trying to hide some information I couldn't identify it. Nevertheless I felt nothing but good emotions emanating from his talk with you with the exception of displeasure when he found out you were vandalizing his car."

"What did our computers say? Did they detect any deceit or lies of any kind from him?" Fury asked as Coulson turned to the keyboard and typed something before another screen changed to show the results.

"Our scans detected the small fluctuations that Widow noticed indicating he withheld some information just as Xavier said but with the exception of that there was no trace of him having said so much as a partial lie." Coulson said with what Fury could almost swear was a pleased expression hidden away.

"His story collaborates with what Doctor Strange told me so it seems he is telling the truth." Fury said before he got a surprised look from Coulson.

"You went to see Doctor Strange?" Coulson question in surprise and slight disappointment he didn't get to go also.

"It was a private visit." Fury remarked.

"So what shall we do sir." Natasha asked wondering about the future fate of their… guest.

Before Fury could answer however a loud "HEY!" got both of their attention as they looked to the screen and blinked in peculiarity when they saw an up close view of Ben's green eye staring at them from the camera he had apparently located in the walls. He pulled his head back allowing his whole face to be seen.

"Can I get some coffee or at least a bottle of water? I haven't had a drink in over four hours and I'm feeling kind of parched." Ben said to the camera knowing they were watching him.

"The guy is like a man child." Natasha remarked with a shake of her head at his immature display. He had seemed a bit childish when she and Fury first questioned him, then he seemed to take a more professional approach while still maintaining some childishness. Now he was back to his normal annoyance he seemed to be purposely doing.

"He reminds me of how some of my students act." Xavier said with amusement. "Would you like me to speak to him?"

"I didn't bring you hear to play peace maker Xavier." Fury rejected the offer. He didn't want to take the chance Xavier would offer Ben a place in his school. Last thing he needed was for a possibly dangerous and unknown man to join a group who had constant problems with the general public.

Fury gestured for Coulson and Natasha to follow him back into the room where Ben turned to turn when he saw them enter. Upon noticing Coulson, Ben got an apologetic look.

"Hey Coulson, sorry again about what happened to your car." Ben apologized.

Fury however raised in eyebrow at hearing this before he glanced at Coulson with a look of curiosity. "What happened to Lola?" he asked wondering if Coulson's car got destroyed, that would certainly be a real blow to the man's pride and happiness since he loved that car almost like if it were his sister or something.

Ben blinked. "Who's Lola?"

"His car." Natasha answered while hiding an amused smirk when she happened to pass by the storage area and saw Coulson's precious vehicle look like the Hulk tripped and fell on top of it.

Ben meanwhile let out a small laugh at what he heard. "You named your car Lola?" he asked Coulson in amusement while wondering if it was named after an ex-girlfriend or ex-wife.

"We're getting off topic." Coulson said with a hint of sternness in his tone as he tried diverting the talk back on course.

"Then let's get back to it." Fury said before approaching Ben. "You said you didn't know what you're going to do while you're here and that you still want to help people despite your mission."

Ben nodded in response.

"Well then how would you like to join Shield?" Fury offered earning a stunned look from Ben while the others hid their reactions. Coulson was surprised that Fury offered it this quickly after having only one talk with the man.

"You want me to become an agent? Like an actual honest to god secret agent?" Ben questioned at the thought of him joining an international spy agency. He had worked with agents before but that was in assisting missions rather than actually joining their agencies.

At this offering he began to think about the good and bad things that might come from this. On one hand he could get information and resources available in due time to help him on his mission. But on the other hand after his talk with Fury and learning of their tampering with his car it was clear he would have a ways to go before earning their trust and acceptance. Also that mistrust they have might make them continue to investigate and observe him with the possibility of trying to learn secrets of his tech which was something he could not allow due to the laws of interdimensional travel set by the Galvan's to forbid others from stealing and uncovering tech they had not developed themselves. It was the same laws created in the wake of Diagons conquest on other planets where he offered less advanced races tech beyond their capabilities right before he conquered the world and made it his army.

"So what's your answer?" Fury asked interrupting Ben's train of thought as he looked up from the ground.

Ben said nothing for another moment as he stared at Fury as he processed his final thoughts before making his final decision. He opened his mouth to give his answer.

* * *

 **The Next Day**

Ben Tennyson in the form of Stinkfly was flying over a forest. But this flight wasn't for crime fighting or relaxation.

"Target located and is in sight." He managed to hear a voice say from behind him as he looked back to see Blackwidow on a sky cycle in pursuit of him. He saw her raise the left gauntlet on her arm as she opened fire with a barrage of stingers.

Stinkfly dodged veering left and right to avoid the assault before turning two of his eyes back and firing his goo at her aiming for her to sky cycle to ground it. Natasha however easily avoided his attacks without ceasing her firing as Ben was forced to keep evading. Seeing that wasn't working Stinkfly pulled a 360 turn maneuver changing his path on a collision course with Blackwidow as he aimed his large stinger at her.

Natasha saw his approach and ceased her shooting before also flying straight at him as the two were now in a game of chicken. The two got closer towards eachother as a collision seemed eminent. When they were just over forty feet apart Natasha pull a twist on her steering making her cycle fly sideways where in an impressive show of speed and timing she quickly turned her arm and delivered close fire shots at the insect aliens abdomen and left wing, his stinger missing by inches. The shots proved effective as Stinkly lost his stability and was now in a dizzy dive towards the ground.

"Crafty woman." Stinkfly mumbled out as he tried to regain his stability but couldn't due to his wings injury. Reacting quickly he changed form into Jetray and maneuvered himself back in the air as he pulled up from his descent and flew back at her.

Natasha saw him coming back but before she could turn her vehicle around she saw Jetray fire a green laser like blast from his eyes. She veered away almost failing to dodge the attack as it was much faster than Stinkfly's sludge. As soon as she avoided that attack however Jetray began to fire more at her in rapid succession as Widow was now forced on the defensive.

"I could use a hand here Clint." Natasha called over his ear com.

"I got your back." Was what she heard as a reply.

Black Widow continued to play keep away with Ben hot on her tail as he continued to fire his neuroshock blasts at her. Jetray however accelerated his speed catching up with her as analyzed her evasive movements before he then fired one more blast. This time he managed to make contact as it struck the back of her cycle causing smoke to emit from it as her speed was slowing down. Before he could enjoy his successful shot however he was struck by an arrow connecting to his back which delivered a strong electric shock that gave the flying manta alien a real dose of pain as he let out a scream.

Jetray fought through the pain and turned his head as much as he could to see the arrow stuck on his back before he raised his tail to zap it off him relieving him of the pain. He looked up to see another person on a sky cycle descending rapidly towards him.

The person was a man a older than him wearing a purple costume comprised of a V-shaped purple mask, a purple vest with a scaled armor-like appearance, a purple band around his sleeveless right bicep, darker purple fingerless gloves to allow to full dexterity, dark purple pants and purple boots. He had a purple quiver on his back filled with arrows, one of which was already drawn back on his bow as he fired it at him.

Jetray fired his neuro blast hitting the arrow before it reached him causing it to explode. The archer however wasn't done yet as he loaded up three arrows and fired all three at once. Rather than try and shoot them down Ben simply flew backwards to avoid them as they fell to the ground and detonated with the force of a grenade each and Hawkeye turned his cycle upward to now follow after him. He looked ahead and saw Black Widow bringing her cycle down for a landing, apparently it was no longer flight worthy after taking that damage. He returned his attention back to the archer as it seemed like he was flying on auto pilot considering his hands weren't steering.

Clint fired another arrow but Jetray avoided it easily thanks to his speed. The alien manta then started firing back using his tail while he kept flying forward. Hawkeye pressed his foot on a pedal on his sky cycle and it caused it to veer away from the blasts. Jetray quickly deduced his cycle must have a pedal operating system similar to how airline planes use them to help steer. Deciding to go more on the offensive Jetray pulled another 360 before heading for the archer to bring him down.

Hawkeye responded to his approach by pulling another arrow and firing at him which Jetray easily avoided by doing a barrel roll. However as soon as he got passed the arrow it detonated releasing a high pitched sound wave that stopped the alien manta in his tracks as he covered his ears trying to block out the painful sound.

"Gahhh!" Ben yelled out his ears ringing and his brain almost feeling like it was being scratched. The noise was so bad that he failed to notice Hawkeye firing a pair of arrows at him which he failed to dodge as the first one connected to his chest right where the Omnitrix dial was and delivered another electric shock. The second arrow unleashed a net that quickly snared him right before he then started to plummet towards the ground.

Jetray struggled out of his bindings but the net held firm and the shocks he was receiving were helping his concentration as he saw the ground getting closer and closer. Seeing there was no way to get out he decided to braze himself instead as his body gave another flash of green right before he crashed into the earth with the force of missile.

"Target is down. You copy Natasha?" Hawkeye called over his coms.

"He maybe down but is he out?" Blackwidow questioned back clearly wanting assurance that it was over.

"Gimme a sec I'll get back to you." Hawkeye responded back before going down to check.

Down at the crash site in a small crater was an armored yellow and black sphere that uncurled to reveal Cannonbolt now free of the both the arrow and net due to the collision and his increased size.

"Note to self-bring a parachute when falling out of the sky. Either that or a better pair of wings." Cannonbolt muttered to himself before looking up to see Hawkeye coming down in him again as he fired another arrow.

"Oh heck no, not this time punk!" Cannonbolt said before his form changed again this time into Lodestar who wasted no time in using his magnetic powers to catch the arrows in his polarized grip along with Hawkeye's sky cycle as well.

"Uh oh." Clint said now finding himself in a predicament. It then got worse when Lodestar twisted his pincer and caused his sky cycle to roll over causing him to fall out of his seat and towards a tree below him. He reacted by reaching for another arrow this time with a rope attached to it and firing it at his sky cycle in the hopes of forming a firm climbing line to slow his descent but that hope was dashed when Lodestar simply shifted the cycle out of the way causing the arrow to miss and his fall to continue.

"Ohhh this is going to hurt." The archer said before brazing himself as he came crashing through the top of the tree colliding with twigs and branches as his body collided with many of them while still falling downwards before he finally came out of the tree and hit the ground almost face first.

"Uhhh." Hawkeye groaned a bit before he registered the taste of leaves in his mouth as he spat them out in disgust. He slowly pulled himself up to see Lodestar looking at him from a distance.

"Well it looks to me like the hawk has lost both its wings." Lodestar said before he brought down the sky cycle and crashed it into the ground destroying it instantly from the impact as it exploded in a shower of parts and flames. After that he changed his form again.

His new form was a large humanoid wolf with a mane and tail of black fur while the rest of his body had grey fur. He wore a green suit with the Omnitrix symbol on his chest.

"Oh and by the way here's pay back for that loud arrow you sent my way." The Loboan said before his mouth split into four hinges and he released green sonic waves in his howl.

His eyes widening Hawkeye rolled to the side but still ended up covering his eyes in slight pain from the sound waves grazing past him. He looked ahead just in time to see Blitzwolfer charging at him with his claw reared back before slashing at him. Jumping up he grabbed a tree branch and pulled himself up narrowly avoiding the wolves claws as it struck the tree tearing off a large part of it's trunk before it started to topple over. Blitzwolfer jumped out of the way to the side due to the tree falling towards him.

Hawkeye took advantage of the distance by firing an arrow but Blitzwolfer used his agility to evade to the side. The wolf alien saw the archer making a run for it clearly trying to maintain distance and go find cover to ambush him with most likely. Knowing it would make things more difficult if that happened Ben gave chase. He saw Hawkeye turn to him and fire an arrow that hit the ground in front of the Loboans path.

Sensing a trap Ben stopped his pursuit just in time to see the arrow open up before it unleashed another high pitched sound at him. Reacting fast he folded his ears, fought through the pain and smashed the arrow with his claw silencing it before resuming his hunt for the archer.

Hawkeye meanwhile was running through the forest gaining as much distance as he can and thinking up a plan. He knew it would only be a bit before Ben caught up to him especially after he heard his sonic arrow cease its noise. He reached into his ear com which thankfully didn't fall out from his tree fall.

"Yo Natasha you still read me?" Clint called over.

"I hear you, what's the status?" Natasha replied.

"Target is on the ground and on the move in pursuit of me." Hawkeye said before another thought came to him. "What's your position?"

"I'm about ten minutes away from your location if you continue to run and I head towards you we should meet up in before that." Widow called over apparently using a tracker to get a read on his location.

"Get here as soon as quick as you can, I don't know how long I can keep this guy off my back." Hawkeye requested.

"I'm on my way." Was her last reply before she cut out.

Meanwhile with Blitzwolfer he was running through the forest hunting down the purple archer. His sense of smell had the archers scent pegged as he could feel he was closing in on the guy. For someone who didn't have any super powers Hawkeye was quite fit considering he had been running at his top speed and hasn't tired out yet for the past few minutes. Not only that but considering he had yet to catch up with him it showed just how fast he must be running. It must've been the speed of a professional track runner except with more stamina.

He continued to run ahead when his wolf ears caught the sound of a single beeping noise before a pair of explosions occurred beside him as he was blown backward and fell hard to the ground.

"Ughhh what happened?" He asked himself outloud as he shook his head and looked to where the explosions occurred. He saw fragments of what he figured must've been arrows that detonated. But that didn't make sense, Hawkeye was nowhere in sight and his ears would've caught the sound of him shooting his arrows. A sudden realization soon came.

"Wait a minute." Blitzwolfer mumbled before he recalled that faint beep he heard before the explosions occurred. He looked around where he thought he heard the sound coming from and found an arrow hidden in a bush. Upon a closer inspection he saw that the arrow was emitting a faint laser light but not the kind used for offense but rather the kind found in security systems that set off an alarm if something passed by it. Only in this case it seemed that it was used to trigger the other arrows into detonating.

He had to admit it was quite the clever ploy, if he wasn't in alien form that would've knocked him out cold most likely. He crushed the sensor arrow in his claws before looking ahead to where the archer had run off to.

"Ok then Hawkeye you wanna play, then game on." Blitzwolfer said with a smirk before deciding to play it safe by jumping onto a tree branch and then to another before repeating this process using the elevated height to avoid possible further traps while keeping his eyes and ears open in case the archer also booby trapped the trees.

Nevertheless the alien werewolf could smell he was getting closer with every second. Blitzwolfer continued to dash over the trees and saw an exit at the forest where he jumped out and saw his new surroundings.

In front of the alien werewolf was an abandoned town that looked like it was from the era of cowboys. There were over a dozen structures which were all made of wood and looked rundown but still stable enough to stand. Blitzwolfer sniffed the air before following Hawkeye's scent as he proceeded to tread carefully on the risk that the archer took up a sniping position somewhere or set up more traps. He stopped near a structure that appears to have been a saloon in the past as he smelled that Hawkeye was inside.

Blitzwolfer slowly approached the place making sure to avoid being seen from the window before he approached the entrance and quickly took a peek inside. No sooner that he did however an arrow came into view as he jumped back just in time to avoid the explosion that followed when it hit the corner of the door. But when he did however he unfortunately ended up jumping passed the window he previously avoided. Soon as he did another arrow came crashing into the window and blowing it up as glass flew out. Thankfully he avoided that explosion also but did have to cover himself as some shards got imbedded in his fur as he shook them off.

"Son of a…" Blitzwolfer mumbled as he had managed to catch a small glimpse of Hawkeye standing on the second floor inside in a perfect position to attack from almost anywhere he came in from. He needed to think carefully before going on the offense.

Meanwhile inside the saloon Hawkeye stood armed and ready for battle as he had his bow and arrow aimed down while keeping his eyes on the door and windows. He was impressed by Ben's fast reaction when he saw the wolf like alien try to take a look inside before evading his explosive arrow and then the one from the window.

"He's quick on his feet and his senses are sharp." Hawkeye mumbled to himself in slight excitement. This fight to capture their target has been challenging and if there was one thing he enjoyed it was a challenge. His conflicts against Hydra agents weren't as fun it's been in this battle. Their target wasn't easy to take down and he was enjoying it. It had been quite some time since he fought an opponent that showed backbone, resolve and difficulty.

He kept quiet as he listened to any sounds that would give away his enemies location. Suddenly the silence was disturbed by a faint sound but Hawkeye couldn't tell what it was. Nevertheless he maintained his guard wondering what his adversary was planning. He didn't have to wait long as he started to hear a faint whistling sound. It didn't take him long for his eyes to widen in alarm and realization as he ran forward jumping off the railing just in the nick of time as Blitzwolfer came crashing through the roof stomping the spot he had been in just a moment ago.

Hawkeye turned while still in midair and fired an arrow at the alien who managed to avoid it by side stepping as the archer landed on the floor. However he didn't have a moment to waste as he saw Blitzwolfer soaring towards him after springing himself forward from against the wall. The archer jumped back in the nick of time, avoiding a swipe from the wolf's right claw as he quickly loaded another arrow to fire.

Blitzwolfer saw that and in an impressive show of speed and reaction he used his left claw to swipe at Hawkeyes bow. The swipe managing to nudge it ever so slightly right before Hawkeye had fired causing his arrow to soar past the aliens head missing the target by mere centimeters. The look on the archers face showed his surprise at having missed the shot when he had reacted first to try and counterattack.

The alien werewolf saw Hawkeye reaching for another arrow but he seized the close range advantage by swiping with his other claw again this time managing to knock the bow out of his hands and across the room.

"I got you now!" Blizwolfer proclaimed as he grabbed the archer by his collar and swung his claw in a fist to try and knock him out.

"So you think!" Hawkeye shot back as he took the arrow he had grabbed beforehand and seemed to attempt to hit him with it.

The move surprised Blitzwolfer causing his fist to slow down slightly from the flinching the action caused but despite that he still pressed on as he decked Hawkeye in the gut while the archer stuck his arrow on the wolf alien's forearm.

Hawkeye grit his teeth as he felt the wind literally knocked out of him before the punch had the added force to send him flying back and colliding with the wall as it cracked up and he almost went through it. He hadn't felt a punch like this since his last spar with Natasha when he kicked his gut right across the ring. Blitzwolfer however soon got his own dose of pain when the arrow attached to his arm let out a huge amount of smoke that enveloped him.

"Ahhhh it burns!" The wolf alien bellowed out in pain. The smoke seemed to work like pepper spray except it was a heck of a lot worse. It was burning his eyes, he felt himself having trouble catching his breath and felt like his body was slowly going numb. He had to close his eyes to avoid further irritation and to deal with the pain.

Hawkeye saw the smoke filling the room and wasted no time in pulling out a mask from his belt to protect himself from the effects of the gas. Taking advantage of his enemy's disorientation he ran to his discarded bow and reclaimed it before quickly firing a stun arrow. The projectile scoring a direct hit on the Loboan's ribcage creating a small explosion that knocked him off his feet as he backwards onto a round table that broke to pieces when he landed on it.

Blitzwolfer groaned it discomforting pain as the hit caused him to gasp and unintentionally inhale a deeper amount of the smoke in the room. He tried to lift himself but soon found himself pinned when Hawkeye fired four arrows that formed an electric net between eachother as it snared the wolf alien while attaching themselves to the ground like anchors so he couldn't pull it off him.

"Looks like I've bagged myself a wolf." Hawkeye said with a gloat as he saw the alien werewolf thrashing in the net trying in vain to escape.

Blitzwolfer managed to hear Hawkeyes self-proclamation of victory and growled at his tone before he smirked on the inside. In another green flash the archer was blinded for a moment before he aimed an arrow at the wolf alien however his eyes widened when he saw that the alien had vanished. The net was still intact but there was nothing caught in it now.

He quickly looked around wondering where his opponent went as the smoke began to dissipate from the room showing no sign of him anywhere.

"Where did he…" The archer wondered right before his sharp eyes caught something rising through the ground right beneath him.

It looked like a transparent greyish ghost with one eye and a black vein around its body. Before he could react it seemed to become less transparent before it delivered a strong uppercut to his chin that actually lifted his body upward as if he had jumped. Before his feet touched back down he was grabbed by the spectral being who threw him across the room as he landed behind the serving table.

"Get ready for a haunting experience." Ghostfreak spoke in his whispering voice as he hovered to the archer's location before he experienced a stinging pain only this one was coming from his back as he turned to see the Black Widow firing her gauntlet at him from the door.

"You'll have to deal with both of us now Ben." Black Widow declared.

"It's about time you got here Natasha!" Hawkeye yelled out from behind the table as he pulled himself up while rubbing his chin still feeling it sore after that hit.

"Great two birds with one stone for me." Ghostfreak hissed before turning intangible to evade further damage as her shots passed through him unscathed "Or in this case one bird and a spider for the price of one?" he recounted.

Black Widow stopped her firing seeing that it wasn't effective at the moment due to his intangibility. Nevertheless she knew he had to turn solid if he wanted to hit them. Hawkeye saw this also as he reached for another arrow and readied it awaiting the moment his enemy dropped his defense.

Ben meanwhile was pondering his next move as he found himself cornered from both sides. If he tried to attack one then the other would have a clear shot at him. He couldn't fool them with the same surprise attack he did on Hawkeye. Possessing one of them to force them to attack the other was a possible option but then he didn't want to do something that invasive to them. That kind of ability would make them consider him a bigger danger and create tension.

The floating specter continued to think on a plan before an idea popped into his head. His lone eye narrowing in glee at the new tactic he was going to employ which was noticed by the two agents. Before either one could ponder about it however Ghostfreak flew at Black Widow who jumped to the side as a precaution while readying her gauntlets for when he turned solid again.

However her anticipation was met with a different result than expected as she saw the specter flying away and towards a barn where he entered it. The two agents ran after him but when they saw another green flash of light being emitted they both stopped as they hid behind the opposite doors.

Black Widow slowly took a peek inside and saw their target in a new form. It was a small white colored alien wearing a full white body suit and seemed to have headphones for ears. She saw the little alien take a fighting stance as he seemed to await her move.

Natasha turned to Hawkeye and made a few hand gestures silently sending a coded message. The archer nodded his head in understanding having understood her message. The two agents quickly charged into the room as Natasha fired first while Hawkeye was behind her.

Echo Echo jumped to the side avoiding Widows rapid fire but before he could counterattack he saw Hawkeye jump from behind Widow from above her. The archer fired two arrows in a row flying straight with one behind the other. The rear arrow closed the distance with the one up front as they collided just inches away from the small alien.

What followed next a blue burst of light that illuminated the room before small alien was now found frozen in a large piece of ice. His small body completely trapped inside like some preserved specimen from the ice age.

"Well looks like that finishes that." Hawkeye claimed but kept his bow up just in case as he approached the frozen alien.

"Hmm perhaps." Natasha said with uncertainty as she observed their target checking for any signs of him trying to break out but saw nothing of the sort. "It seems like he's now in suspended animation thanks to you."

"Yeah well my cryogenic arrows could give even the Human Torch a chill." Hawkeye boasted as he also observed the ice seeing no signs of struggle inside. "Give Fury the good news. Tell him we're bringing home the target and a work of art."

Natasha nodded before reaching for her ear com to call it in when suddenly.

"SCREEEEEEEEECH!"

"Ahhh!" Were the cries of both agents as they covered their ears trying in vain to block out the loud noise they were hearing. The sound was worse than any sonic arrow Hawkeye ever used, it felt like their eardrums and brains were being scratched. Even Natasha with all the training she went through to endure pain and torture couldn't tolerate the torment her ears were receiving.

The walls of the barn cracked before they fell apart to pieces to reveal six of the same alien they had just put on ice. All six of them had their mouths open as they were firing loud sound waves at them from all sides. The bombarding assault also had the effect of causing the ice housing their counterpart to begin cracking before he was freed from his prison and seemed unbothered by the loud noise.

The two Shield agents however weren't as fortunate as their ears continued to be bombarded. They tried to fight through the pain and anguish but it was no use and they both lost consciousness and passed out on the ground.

The squadron of aliens continued their assault for only a second longer before they started lowering their volume and ceased their assault. They all converged on the one who had been frozen.

"Looks like." One of the six who attacked began saying.

"We win." The one who had been frozen finished saying.

The duplicates all merged into one before another green flash returned him to the human form of Ben. The shape shifting hero turned to look around him before a smirk grew on his face.

"So Fury did I pass your test!?" He yelled out across the place.

* * *

 **That's right people this whole fight was a test XD. Did anyone think this was a real fight caused by Ben declining Fury's offer to join Shield? Because I can tell you now he did not. This was a fight to get a measure on Ben's skills and abilities against the two best agents Shield had. Ben has won after a hard fought chase and battle. What will this mean for him? You'll find out in the next chapter.**


	6. New Friends and Enemies

**You know the usual I don't own blah blah blah.**

 **Sorry this one took a while longer to get ready but last month had some bad times for me. My mom got hospitalized for two nights (thankfully nothing serious and has recovered just fine), I haven't heard from one of my online friends in more than month (a second on multiple months), I stopped writing for a few days to think when all this happened. It's been a couple of days filled with some stress and worry. I'm getting over it now and hopefully this month provides happier times for me.**

 **I saw Godzilla last weekend and it was cool. I don't see why the critics are being so harsh on it. The movie is clearly better than the first one despite some area's that could've used improvements. Anyway without further ado here's chapter 6 of the story. I hope you enjoy it for this marks the beginning of something special that's going to happen.**

 **Also there's an important notice at the end of the chapter but DON'T READ IT BEFORE THE CHAPTER. If you do you'll SPOIL the surprises of the chapter and ruin some of it for yourselves. No one likes spoilers so don't do it to yourself. Anyway on with the show and the special treat for today.**

* * *

 **Chapter 6: New Friends and Enemies**

"So what did you think of my performance Fury?" Ben asked with a cocky smirk as he stood before the Director of Shield back inside the Helicarrier within a private room after besting the man's top two agents. It certainly was a fun challenge that got his adrenaline pumping. Maria Hill was also in the room alongside Fury giving him a look of displeasure at his seemingly arrogant attitude.

When Ben saw the attractive brunette he politely introduced himself to her but she rebuked him. He knew right then she had a real negative attitude she constantly displayed. The woman was clearly more strict than Black Widow which was actually saying something if he only knew. Nevertheless he still kept a positive attitude despite her negativity. He just whooped the butts of Shields two best agents. No way was anyone going to take away his pride in the accomplishment.

Fury said nothing right away as his mind processed the fight he witnessed between his two best agents and the shape shifter on their cameras. Ben had shown combat experience, craftiness, trickery, level headedness, unpredictability, fearlessness and other quality traits. He never lost his cool even when the tide of the fight turned against him. He utilized his forms carefully to execute a plan to bring down his enemies. He however was wondering about one thing that his mind was puzzled by after considering something.

"Did you hold back against them?" He asked while heavily suspecting Ben might've indeed done so. Not just in avoiding lethal force but also in avoiding the use of stronger forms.

Ben didn't seem faced by the question although his smirk fell to a more neutral visage but his eyes still held cockiness in his them. "I'll let you figure that out for yourself. Though I will admit I didn't blast their ears with Echo Echo's full volume since I didn't want to make them deaf or worse kill them."

"You know I still don't get your need to name your other forms." Maria Hill remarked at that piece of info. Honestly what was the point when there was nothing to gain from it?

Ben shrugged his shoulders. "It's part of the fun for me. I feel it gives them a sense of independence. Besides that your friend Coulson calls his car Lola so doesn't that tell you something?"

Maria had no comeback for that question much to her annoyance.

"Yes well putting your naming habit aside I will admit to being somewhat impressed by your performance." Fury said as he didn't want to give the man too much credit to his ego.

He had suspected that Hawkeye and Black Widow might've been beaten due to not knowing their enemies capabilities besides the few they caught on camera. Though seeing it happen was a different story. He had somewhat thought his agents might've been able to pull through but in the end they had fallen for the man's trap costing them their victory. He saw how he used the duplicating alien to secretly send a replica out of the barn's window without being seen. He then lured Hawkeye and Widow inside so he could ambush them from outside. If the agents had split up to attack from both in and out of the barn then they would've noticed his plan and might've changed the outcome.

"Nice to know I made a good impression." Ben appreciated the recognition before he spotted Hawkeye and Black Widow coming into the room. Apparently having already regained consciousness and been cleared by the infirmary.

"Hey guys you doing ok? I know I gave you both a real earful near the end of our fight." Ben asked hoping there weren't any bitter feelings towards him for the outcome. Although he could understand if they weren't happy about how he won.

"I'll be fine so long as I stay away from loudspeakers for the next few weeks." Hawkeye muttered loud enough for the others to hear as he rubbed his left ear. "Though I got to say it's been awhile since I've lost a match."

"With me being the one who trounced you in our last sparing match." Natasha remarked with a concealed smirk as the archer gave her a look for reminding him of their score with her still in the lead.

"Do you have to remind me of that every time the opportunity presents itself to you?" Hawkeye questioned feeling like she enjoyed moments like these.

"Well someone has to keep your head from filling with hot air." Black Widow remarked earning a look from the archer.

"Who do you take me for Tony Stark?" Hawkeye said indignantly at the idea of having his ego compared to the over bloated billionaires own. There was no way he was that bad.

Ben meanwhile raised an eyebrow at the interaction between the two and distinctly wondered if there was something going on between them. He may not be a romantic expert but he sure as hell wasn't the dense and clueless kid or teen he was before. Now he could notice when someone was interested or there seemed to be some kind chemistry between others. Though he wondered if he was over analyzing things since most Shield agents he had seen were all strict and stiff with Nick Fury and Maria Hill being the at the top of that chart so far. Though Coulson seemed to have an actual personality at least and that Bobbi girl seemed more civilized than the rest.

"Hello... Ben!" Maria Hill called out.

Ben blinked as his attention was back with them. "I'm sorry what?"

"I said that I've made my decision about you." Fury repeated. "I can tell that your experiences have sharpened you into both a skilled and ingenious fighter. Though there is still something's you could learn to improve your skills you've nevertheless proved to be very capable of handling yourself." He then offered his hand. "So it is my privilege to welcome you to Shield."

Ben wasted no time in shaking the Directors hand sealing their alliance. Hawkeye had a small smirk at the new recruit's enlistment. Black Widow had a neutral look while Maria Hill still had her usual unhappy look.

"So then what do I do from here on out?" Ben questioned since despite working with government agencies in the past he wasn't familiar with how they operated with new recruits.

"Right now we'll need to get you settled in and registered before you can be allowed on any missions." Fury explained their procedures. "That will take some time so until then you can do what you like so long as you don't cause trouble. We'll have a room prepared for you by the end of today."

"Ok then but only temporarily."

Fury looked back to the alien hero. "What?"

"I said only temporarily." Ben shook his head. "While I do appreciate the free hospitality I'd prefer finding my own place to live while I'm here. After all I do like my space and privacy and being in this base wouldn't give me that."

"Then where will you be staying then?" Maria questioned.

"Not sure yet, I'm still looking for an apartment or something but when I do find one I'll be moving there." Ben shrugged believing it won't be a problem for too long.

"Well until you do you'll be living here then." Fury said.

"Fine then but in the meantime can I get a tour of the place I'll be working at now?" Ben asked as he was curious about the Helicarrier and what it had to offer.

"Fine but you're not allowed inside certain decks of the ship." Fury complied with his request before he turned to Natasha. "Show him around the place while we get things ready for him. But make sure to keep him away from the more important places onboard."

Natasha nodded getting the secret message. Don't show him where the armory, lab, engine room, computer cores and other important installations of the Helicarrier were located.

"Let's go." She gestured for Ben to follow her

Ben silently followed a few steps before her as they passed by the door.

"Huh never thought I'd see Widow playing tourist." Hawkeye amusingly said.

"Better her than me." Maria said glad she wasn't given the task.

"Yeah well she's a professional of focus so she'll make sure he doesn't go where he's not wanted nor do anything he's not supposed to. Plus she might learn a few new things about him for us to know later." Fury elaborated.

"Let's just hope the guy doesn't pull a Stark maneuver on us." Hawkeye said in a low tone causing Fury to almost groan.

A Stark maneuver was a pun the archer invented in relation to Tony Stark. It was used when the billionaire or anyone else hacked their systems or somehow managed to pull a fast one over them without anyone noticing at first.

The last thing Fury needed is to have a second person like that in his life. He was certain he'd have a full head of grey hair before the first year had passed.

"Yeah let's hope not." Fury muttered.

* * *

Meanwhile Ben was being guided by Black Widow around the Helicarrier. The red head agent had so far shown him the cafeteria lounge, the shooting range, the flight deck and command center where the agents worked on information. Now they were walking on route to the laboratory. On the way there however Ben stopped when he noticed they were passing by a combat training room.

The room itself was fairly large, capable of housing just over a hundred people. Most of the room was covered in blue exercise padding. There were some weights, treadmills, punching bags and even some wooden swords hanging off the walls. But that wasn't what made Ben stop. It was the person he saw training inside the room as she delivered what could only be described as an ass kicking to her male sparring partner who he recognized as Quartermain.

The woman was Asian looking seemingly in her forties with dark brown hair that reached her upper back. She was wearing a black tank top with matching black leggings and was barefooted like her sparring partner who fell to the floor when he was hit by a spinning hook kick on his back.

"Still want to continue?" The Asian female said with a challenging tone clearly still up for more.

Quartermain coughed before he got his breath back and raised a hand in surrender. "No I've had enough." He then slowly got up while flexing his back feeling it a bit sore. "Jeez May does the word restraint not exist in your vocabulary?"

"Not while I'm fighting or sparing against someone competent." The now identified agent May said while grabbing her towel off the floor and wiping the sweat on her face. A moment later she noticed someone was watching them through the glass door. It was someone she didn't recognize. "Who's there?"

Seeing he was being called Ben looked to Natasha and asking her if he could go into the room which she allowed after a moment. Gaining permission the alien hero entered the room to introduce himself.

"Hi names Ben Tennyson, I'm a new recruit starting officially tomorrow." Ben introduced himself before turning to the blond agent. "We meet again Clay."

"Tennyson." Clay simply greeted.

"You know him?" May asked seeing that they apparently knew each other already.

"He was part of the small team sent after me. We had quite an interesting car chase which I won by the way." Ben boasted still proud of that victory with his ride.

May raised an eyebrow at hearing the words "car chase" as she remembered something. "Wait a minute are you the one who wrecked Coulson's car?"

"Umm yeah that was me thought to be fair I didn't mean to." Ben said sheepishly while scratching his head.

The corner of May's mouth smirked for a moment which went unnoticed to all except Natasha who spotted it as she vividly recalled that when she came back to the Helicarrier she saw Coulson's car covered in a tarp. She was naturally curious why he had his beloved car covered up and took a peek underneath. Needless to say the sight of her friend's most prized possession being in a messed up state surprised her indefinitely. Coulson had caught her in the act and when she questioned what happened he had made it clear he didn't want to talk about it.

Now however she was finding out that her friend had not only lost in a car chase with his prized Lola but also ended up getting it wrecked in the process. Oh this was too good to be true, for the first time she had something she could never let Coulson forget or live down.

"Well then Ben let me to welcome you to Shield and give my thanks." May said while extending her hand.

Ben blinked in confusion "Thanks? Thanks for what exactly?"

"Oh just for making my day." The Asian agent said simply not wanting to reveal the reason.

Ben wondered what she meant by that but decided it probably wasn't important as he shook her hand. "So who are you?"

"Names May, Melinda May." The Asian agent introduced herself.

"Nice to meet you May, I wonder if we'll work together sometime?" Ben wondered as she certainly seemed like she could take care of herself and knew how to kick butt.

"That's not up to me, Fury is the one decides who goes with who." May remarked.

"Hmm that figures." Ben remarked before another thought occurred to him. "Are you still planning to train some more or are you finished for the day?"

"I haven't gotten my fill for the day just yet why?" May asked.

"Well then would you mind if I spar with you next?" Ben offered earning a slightly surprised look from Natasha and Quartermain while May got a somewhat interested look.

"You know how to fight well?" May questioned since the man was a new recruit and she didn't know anything about him other than the fact he had been a target wanted for some questioning apparently. Though she did hear he had the power to transform his body.

Ben gave her a challenging look. "I know a few things after years of fighting. So what do you say, do you accept? I'll even make it a fair fight by not using any powers since you won't be using any weapons or equipment."

May pondered about the idea of fighting him while at the same time wondering if she should be offended he was going to hold back against her or respect that he wanted to fight fairly with both of them using nothing but their hand to hand combat skills. Her eyes momentarily met Natasha who gave a slight nod telling her to agree to it. Clearly she wanted to see how good his fighting skills were without his powers.

"Alright then I accept." May agreed as she walked to the center of the padded floor and threw her towel aside.

"Great." Ben cheered before he looked down and realized his clothes weren't exactly the kind for gym practice. "I'm gonna have to remember to buy gym clothes after today." He then proceeded to take of his shoes and socks. He'll just have to work with what he had now.

He then proceeded to the center where May waited for him as they stood a few feet apart. May took a fighting stance with Ben doing the same but with a different form.

On sidelines watching Quartermain leaned towards Natasha. "So what do you think? You think this guy is as tough in human form as he is in alien?"

"Not sure, judging by his stance he knows how to handle himself. We'll see how well soon enough when May gets started." Natasha answered as she knew May was one of their best fighters, heck the only person who's managed to beat the Asian agent so far was the red head herself and even then it wasn't an easy feat.

 _"This might be fun after all."_ May thought to herself at the prospect of facing a challenge.

The Asian-American Shield operative was a picture of pure stoicism as she took her combat stance upon the padded floor. Ben hopped lightly from one foot to the other while rolling his neck, loosening his body in preparation for the little skirmish he and his newfound opponent would be partaking in. Once he found himself sufficiently prepared in mind and body, the Omnitrix wielder stopped moving around and planted his feet firmly while taking on a fighting stance.

May observed her opponents odd looking stance. His feet were planted in what she recognized as a karate stance but his arms were position in a boxing defensive form. It seemed he implored a form comprised of the two different martial arts in a hybrid style.

 _"Stable stance."_ May noted. _"It seems he's had some practice in that field of fighting."_

"So...when do we start?" Ben asked with a raised eyebrow.

"Whenever you feel ready, Mister Tennyson."

"Ah." Was the sole reply from the green-eyed man.

Taking that as his cue, the man shuffled carefully towards May as he ever so often sent out a few test punches. May did not react in any way as she easily discerned that Ben was trying to work out his range of attack. It was smart. A very boxing style way of doing things despite having adopted the stance for karate, but smart nonetheless. Green eyes remained fixated on her face, but the Asian woman kept her visual field open to her opponent's entire body. It was a good thing she did too because as Ben moved to begin with the motions of a right jab, his right leg had ended up shifting. The male hero balanced on his left leg and delivered a high kick to the head with his right leg which May easily blocked only for Ben to follow up with a left kick.

May's eyes flickered between his striking legs as she blocked with her forearms or parried with her palms. The flurry of kicks had Ben pressing the offensive on the older woman, but May's experience shone as she continued to effortlessly defend Ben's onslaught. Deciding that his kicks were not enough, as his latest right kick was blocked, Ben shifted to punches and moved for a swift right jab to the sternum. However, May did not miss a beat as she employed the same method of blocking to defend against the blow.

Two more punches from the brown haired Omnitrix wielder were deflected by the forearm blocks by the Shield agent before May eventually went on an offensive. As she batted aside a gut punch, May lashed out with a low kick directed at her opponent's knee. Ben reacted much faster, and in a more unexpected manner than what she anticipated. Normal fighters would either step back out of the kick's range or merely raise the targeted leg and block with their shins. Ben on the other hand, jumped over the strike and lashed out with a kick of his own which May immediately ducked under out of pure reflex.

While still airborne, Ben delivered a right cross to the face which May sidestepped to avoid before she unleashed a tiger claw strike. Ben rotated his body and narrowly dodged the sharp nails of his female opponent before he landed deftly on the padded floor of the sparring room. The moment he landed, Ben quickly hopped backwards as May delivered her own high kick with the intent of downing her opponent in one-fell swoop. Ben then surged forward, hopping slightly into the air to deliver a superman punch as a haymaker blow, but the powerful blow was easily sidestepped and May's arm snaked its way around the offending limb and tightened itself around Ben's like a coiling serpent.

Once she did, she aimed to strike with a left jab, but she was prevented from doing so in a near-instant as Ben's quick-thinking had him perform a roundhouse that forced May's offensive into a defensive maneuver. Leg met arm with terrific force and May winced slightly as her ulna felt as if it were pulsing from the power behind Ben's attack.

The two immediately separated as May planted a foot into Ben's stomach and sent him rolling across the floor. Ben rolled with the momentum and quickly climbed back to his feet while May shook her arm a bit, using the motion to distract her mind from the pain.

"You're quick on the draw, Mister Tennyson." May commented. "Though this is just a spar, you are faring much better then I initially thought."

"Thanks, my cousin taught me well." An image of Gwen flashed across his mind's eye for a moment and a sad smile flickered across his face.

"Your cousin?" The Asian woman questioned

"She's a tenth degree black belt in karate." Ben revealed before replacing his sad smile with one a bit more sheepish. "Although I can't deny she's the more experienced one between us in that department."

"She must be quite talented." May commended.

"Talented is an understatement, but all the talent in the world probably pales in comparison to you someone like you, May." Ben chuckled as he placed a hand on his slightly tender abdomen. "You seem to be a lot better than me at this and know more than just one form of martial arts."

"Well if your cousin is around your age then I do have more years of experience compared to either of you." The Asian-American spy replied making Ben raise an eyebrow in response.

"Did you just admit you're old?" Ben teased with a smirk.

May didn't react to his small taunt as she kept herself under control. Although if Ben had been able to read her thoughts he would've heard it growl at his remark especially since he basically turned her words against her.

"There's a different between old and experienced which you'll clearly see in this match." A small smirk came across May's face as she offered the younger fighter a sly look. "I intend to give you a very active lesson to prove my point."

"There's active and then there's just...whatever the hell it is you're doing." Ben remarked as he could only imagine the training this woman went through to get this tough.

"Flattery will get you nowhere, Mister Tennyson."

And on that note, the battle continued as Ben charged. He went into a flying straight kick quick May easily sidestepped. Ben landed on the ground and dug his heels into the padded floor, quickly pivoting on his heels before hopping into the air and delivering a spin kick. May ducked under it, the wind created from the strike making her hair billow wildly. As Ben went through the full 360-degree motion of the spin kick, May drove herself forward through her knees from her now crouched position and delivered a swift pair of palm strikes to the chest.

Ben gritted his teeth as he was forced to backpedal from the force of the strikes before aiming to counter with a punch. May caught the fist and then proceeded to turn Ben's cheek red with a devastating backhand. She then moved to twist Ben's arm at an angle with the intent of making him surrender, but the younger combatant moved with the twisting of his arm and prevented the move from coming to fruition. A rising knee from May came up to dig into Ben's stomach, but the brown-haired combatant tightened his abdominal muscles and May's eyes widened as she felt as if she had come into contact with a piece of hardened wood.

Granted, May had fought much for battle-hardened and muscled opponents, but Tennyson was still impressive in terms of his durability. Caught off-guard for that brief moment, May was open to Ben's counter as he reared his head back and crashed his forehead against her skull. Let it be known that no matter what the alternate Earth, no matter what the universe, Benjamin Kirby Tennyson would always have a hard head.

May was sent reeling from the blow, stumbling back across the padded combat room before being caught in an onslaught of blows from her opponent. A pair of punches sent her head snapping from side to side before she was able to recover with just enough time to have her palms catch Ben's oncoming uppercut. Her hand bones seemed to pulse as she felt her opponent's knuckles dig into the inter-carpal joints. Ben continued to capitalize on his opponent's dizzied state and a storm of blows rained down upon May.

The Shield agent's guard was knocked in and out of existence and the bruises that began to form on her skin would no doubt require a bit of ice to help speed the sweet relief of recover.

 _"I got careless."_ May cursed in her mind. _"He's seen his fair share of combat, but the unpredictability of some of his moves is what would make him a terrifying opponent if he were to have been more disciplined in close quarters combat."_

May was then literally knocked out of her thoughts when Ben charged like a raging bull and dug his head into her abdomen. She winced as she was once against reminded of her opponent's hard skull. The younger combatant's strong arms then wrapped themselves around her waist and Ben began to bear his weight down upon her as he utilized his momentum to try and ground the Shield agent. Said super spy would have none of it however, as she dug her heels in and clasped her hands high above her head to bring them down in the form of a brutal hammer blow.

Ben's takedown was halted as pain exploded between his shoulder blades and he was the one forced to the ground instead. The world spun as he was kicked over onto his back and May grabbed him by the arm. With practiced ease, May locked the younger man's arm between her legs as she dropped down and forced the limb into a hyper-extended state while applying pressure to his shoulder joint.

"Do you yield?" she asked while increasing the pressure.

"Ow Ow Ow Ow Ow!" Ben cried out as May applied a bit more pressure. "Ok I give! I give! Uncle!" he patted the floor rapidly with his free hand to emphasis his point.

May gave a nod of acknowledgement as she released Ben from her grasp. The two combatants then stood up as Ben rubbed and flexed the arm May almost dislocated.

"Man you're really something. I thought I had you there." Ben remarked on how he seemed to gain momentum in the match only for her to turn it around in one counter move that left him vulnerable for her to pin him.

"As a wise man once said, It ain't over till it's over." May shot back before she rubbed her forehead as she felt a headache manifest for a moment. "Damm what is your head made of? I've heard of thick headed but getting hit with it is something else." She actually felt her vision get blurry when he crashed his skull on hers.

"Stubbornness, determination, some regrets and a sprinkle of recklessness along with other things you could probably guess at." Ben listed as he went to put his socks and shoes back on.

"You did pretty good Ben." Black Widow said while walking towards him as she stopped in front of him. "I didn't think you'd do that well without your powers."

"You're certainly better than I thought that's for sure." Quartermain remarked while secretly a bit miffed that Ben landed more hits on May then he did during his spar with her. Usually those with super powers tended to be easy to beat when those powers were disabled but this man showed he could still fight and hold his own without them.

"Oh what, were you expecting me to get my butt kicked all over the place or something?" Ben questioned in slight offense since it seemed like they had anticipated a one sided brawl rather than a decent match.

"No/Yes" Both Natasha and Quartermain said at the same time before looking at the other for their response.

"Gee nice to know how you feel Quartermain." Ben said with a deadpan look.

"I underestimated your skills. I didn't think you'd still so capable without your powers." Quartermain confessed with an apologetic tone.

"Apology accepted." Ben cleared up before he got up and glanced at Widow. "So then shall we continue that tour?"

Black Widow nodded before heading for the exit. "Let's resume."

Ben followed behind her but stopped by the door before he turned to May. "I look forward to seeing you again Agent May, perhaps we can spar again sometime?"

May gave him a challenging smirk "Sure if you don't mind getting beat again, I'd be glad to go another round with you."

Ben chuckled at her "We'll see. Till then be seeing you around." He waved goodbye as he left the room.

* * *

An hour later Ben had finished the tour and even got some lunch from the mess hall. He was now standing outside on the flight deck watching the city from the sky. Out of the corner of his eye he spotted the plane Coulson brought with him parked at a corner of the carrier where his own car was still docked inside. He would take it with him later when Fury finished registering him in Shield.

"You just gonna stand there the rest of the day?" Natasha asked seeing that he hadn't moved for over five minutes so far.

"Course not." Ben said before he turned to the red head. "So is there anything else to see or do around here while I wait?"

"Sorry but that's all for the tour guide. With the exclusion of the restricted areas there's nowhere else for you to see." The red head said.

Ben hummed in a bit of boredom at hearing that before he turned to look at the city below him and got an idea.

He then turned to Natasha. "Well then I guess I'll go explore and come back later."

The redhead blinked at his words "You're leaving now? Where are you even going?" Natasha questioned.

"Nowhere specific, I'm just going to enjoy the rest of the day while I wait. No sense sticking around when I'm not needed at the moment so see ya!" He said the last part louder before spreading his arms and falling backwards as his whole body fell from the Helicarrier.

Ben fell from the air as he repositioned his body to face downward at the approaching ground. He let himself enjoy the sensation of the wind gracing his entire body as he plummeted down. He felt his adrenaline spiking a bit in excitement at his parachute less sky diving. His body had shifted in the air currents and was now falling towards the river. When the distance between him and the water was over a hundred feet he transformed into Jetray and quickly pulled himself up. He soared just over three above the river as his speed caused the water to split apart into small waves.

The manta like alien continued to fly before quickly ascending up into the sky till he was above all the buildings in sight. He flew around the city taking in the sights and even reading some billboards he spotted. Most were advertisements about companies while there were some that were for promoting movies. He also saw one about some newspaper's called the Daily Globe and Daily Bugle. He idly wondered if those papers were related to each other.

Putting the thought away for another time the shape shifting hero continued to fly around the place. He even pulled air feats like flying to the stratosphere and then freefalling like before. After that he circled around the entire edge of Manhattan. All that taking only one hour for him to accomplish thanks to Jetray's high speed flying. He was now wishing he had used a slower flyer just so that it would've taken more time.

That's when he spotted something. Out of the corner of his eyes he saw smoke rising, coming from somewhere and could've sworn he heard a small explosion. Deciding to investigate he flew towards the site at high speed arriving there in mere seconds.

He looked down to see that the smoke had been coming from some kind of laboratory with a logo called Oscorp imprinted on the wall. However that wasn't what caught the most attention from him. It was the five individuals fleeing from the scene that caught his attention.

The first was a guy who resembled a cobra as he had brownish skin and was wearing purple armor in the form of a sleeveless vest. He wore purple boots and matching armbands for additional protection and on his waist was what looked like two buttons forming a V between two fangs which helped highlight the two black hexagonal like eyes on his chest which resembled a serpents face. He looked to be wearing a cobra mask covering the upper part of his face which also connected to his cobra like hood and had two fangs for decoration.

The second member of the group was the one who resembled a green snake the most since he had no legs but an actual snake tail and serpents head with a lighter underbelly color. His torso was the only thing that resembled a human alongside the two arms he had which were both covered in a grey armor that had two machetes blades attached to the backhand. His eyes were yellow with slits.

The third member was the only female of the group being a large heavyweight woman with blond hair that reached her lower back. She was wearing gold colored armor that only covered her upper body up to the neck with green plating over it. Her wrists had spiked gold metal collar looking attachments while she wore green leggings and had a yellow cloth between her legs which hid the green snorts she wore. Her eyes looked just like machete wielding snake man.

The fourth member was a large man with red skin that had some darker red patches over his body. The upper part of his face just above the nose all the way down to his stomach was a brownish color. He had a large rattlesnake like tail with an opening as if for firing something out of it. Like the previous two his eyes looked exactly the same.

The final member of the group looked bizarre cause unlike the rest of them he didn't resemble a serpent at all. Instead he had the face of some kind of amphibious creature with a large frill going from the top of his head all the way down his upper back. He had no mouth to be seen and had a tail that seemed natural with bard like extensions. He was wearing a full body purple suit which seemed to have some armor on the shins and sides of his arms.

The one who resembled a cobra was carrying a hi-tech metal case which clearly might've contained something they stole from the lab that was just hit by them.

 _"Ok I may be new to this world but those five are clearly super villains."_ Ben thought after seeing them. Heck even if he had only seen them in pictures he'd still think they were villains considering their appearance which definitely didn't look friendly at all. They old saying 'never judge a book by its cover' might be a valuable lesson but sometimes appearances speak for themselves also.

"Time I went and said hello to those snakes… and whatever the other guy is." Jetray said before flying at them.

* * *

The snake themed villains were continuing to make a break for it as they were headed to a nearby sewer hatch to escape. Once inside they would split up and reconvene at their rendezvous point. They saw it just up ahead when a voice called out to them.

"Hold it right there!"

The five villains stopped in their tracks as they looked up to see a red manta looking creature descend in front of them hovering between them and their escape plan.

"Who are you!?" The cobra looking member questioned with impatience in his tone.

"I got many names but for now you can call me Jetray, agent of Shield." Ben identified himself earning surprised looks from the five villains.

"You're a Shield agent!?" The cobra looking villain practically hissed in displeasure at hearing that before he and his allies looked around expecting to see more agents coming out to surround them.

"Well… I will be starting tomorrow most likely." Jetray said more uncertainly since he didn't know when he would start working with them exactly, only when his registration would be done.

The Cobra villain looked at him questionably. "What? What're you a recent recruit or something?"

"Yeah so? What of it?" Jetray shot back with a glare.

The Cobra villain then broke out into a laugh at the piece of information. "You must be a fool to come face us. Not to mention you just confessed to not even being an official agent yet."

"I'm no novice you scale for brains! And I certainly don't need back up to take out the likes of you!" Jetray shot back angrily at being demeaned just because he was new to a group.

He might be a recent recruit in Shield but he sure as hell wasn't a rookie. He was an experienced hero who had faced many challenges and he wasn't going to stand having some snake man belittling him. If there was going to be any witty banter then it was going to come from him. Cause that's what he did and he was good at it.

"Now I don't know who you are but I do know that whatever is in that case isn't yours. So hand it over or else I'll have to kick your scaly butts so hard you'll need to shed your skins just to relieve yourselves of the pain." Ben warned the five villains giving them one chance to surrender peacefully despite knowing it was unlikely.

"We are the Serpent Society and you're a clearly a fool for both standing in our way and daring to confront us without any additional help." The cobra villain said before gesturing to all five of them. "I am King Cobra the leader and these are my fellow associates Anaconda, Bushmaster, Rattler and Death Adem."

"The Serpent Society huh?" Jetray repeated the name. "I would've thought you'd called yourselves The Fangs, or better yet Hiss, maybe Team Scale or just call yourselves The Slithers." he taunted before a thought came to him. "No wait that last one could get you sued by Warner Brothers."

"I've heard enough out of you!" Cobra said before firing two miniature missiles from the twin hexagonal on his chest.

Jetray wasted no time in firing neuroshock blasts from his eyes to blow up the incoming projectiles.

"Serpent Society attack!" Cobra ordered as the others joined the fight.

Anaconda reared her arms back before extending them forward as they stretched to unnatural lengths to grab Ben. Jetray flew up a bit avoiding her grasp and then turned to the one called Bushmaster and fired his neuro blasts again. To his surprise however the most snake looking of the group dodged with fast zigzag movements he wasn't expecting the villain to have. That one was clearly faster than he looked as the blade wielder lunged at him trying to take a slash at his wings.

Reacting quickly Jetray flew higher gaining air superiority but then saw them running for the sewer hatch again. He fired his blasts from his eyes and tail in front of where they were forcing them to back away as he quickly flew down and landed on top of the hatch.

 _"I can't keep my air superiority if I want to catch these guys. If I keep my distance too much they might scatter and I'll lose them. I need to fight on ground level and keep their attention on me."_ Jetray though before quickly looking at his surroundings to see that they were close to entering city streets. Right now they were in a clear area with no real obstructions in the way besides some nearby signs.

Jetray fired the blasts from his eyes again when he saw Bushmaster closing in one him with his speed. He ducked on the ground to avoid getting bisected in halve before he turned to see Rattler fire a white beam of energy from his the tip of his tail. This time he was unable to react in time as it hit struck him and pushed him backwards, his chest feeling like it stung all over. Before he could react Death Addler was on him and the manta alien rolled away just in time to avoid a downward thrust from his lengthened claws.

 _"Time I switched things up."_ Jetray thought before transforming in a green flash that stopped the Serpent Society in their tracks wondering what was happening.

When the light died down they saw their enemy in a different form now resembling a muscular humanoid whose body was made of green crystals with yellow eyes devoid of pupils wearing a sleeveless full body black suit with a large green stripe going down the neck to the green belt he wore.

"What on earth?" Cobra questioned at the change in appearance.

"Don't mind me I just made a wardrobe change." Diamondhead said in a deeper voice before he punched the ground beneath him with severe force sinking his fist beneath the concrete.

All of a sudden the ground began to rumble and shake slightly before a large green crystal pillar erupted from the ground and rose upward till it was well over fifteen feet high. As soon as it did multiple crystal pillars rose up as well around them forming an oval shaped ring the size of a coliseum. The Serpent Society looked around them in annoyance seeing they were now inside a crystal prison.

"These walls won't hold us!" King Cobra boasted.

"Maybe, maybe not but they'll keep you from scattering and keep out any innocent people that might foolishly wander into our fight." Diamondhead shot back before standing up and then aimed at the sewer hatch where crystals grew around the entrance till it was completely covered preventing others from getting to it now. He then turned his attention back to them and made a come on gesture. "So let's pick up where we left off shall we."

The serpent villains charged once again.

Death Adder reached him first before swinging his right claw at the crystal alien. Diamondhead put up his guard as the claws scrapped over his forearm but failed to so much as scratch his crystalized skin. Ben took advantage of the surprised look he got before grabbing him by the wrist and spinning around before throwing him at Anaconda as she fell on her back with her teammate over her.

Ben saw another pair of missiles incoming from King Cobra. Raising his left arm up it expanded to form a shield which he used to take the brunt of the explosion when they hit. He then used his other hand to fire crystal shards from his palm as the leader of the group jumped to the side. He tossed the case he was holding to Rattler were his legs were then encased in armor and formed into a tail which he used to slither at him with his arms bands sparking with electricity and two small tips now extended from both fists.

Diamondhead ran at the man before they met and Cobra tried to punch him with a jab that Ben blocked with a parry move. Cobra continued with another swing that hit the Petrosapiens guard and caused him to feel a small sting from the hit. He responded with a jab of his own which Cobra evaded by leaning back but Ben then followed that up with a thrust kick that connected to the guys chest and sent him backwards landing on his back.

Ben turned his head just in time to take a stretched punch from Anaconda. The force pushed him back a few feet but he kept his balance and saw Bushmaster closing in on him with his machetes. Diamondhead crossed his arms as the bladed serpent struck his body but like Death Adders claws they also failed to scratch his hardened skin. The Petrosapien went for a backhand strike but Bushmaster quickly got back to avoid it. Before Ben could go after him he jumped back to avoid a blast from Rattler but that left him open for Anaconda to reach out and grab him with her hands. She raised him in the air then proceeded to try and squeeze the life out of him like the serpent she was named after.

Her grip tightened and Diamondhead did feel discomfort from the adding pressure but he fought through the small pain and gave the woman a smirk which confused her. She soon got her answer when Diamondhead's whole body produced small spikes all over like a hedgehog.

"Yaowww!" Anaconda let out a pained yell as she released her captive due to the spikes scratching and puncturing her hands causing them to bleed slightly.

"Sorry about that but I don't like hugging baddies, especially when they're not even good looking." Diamondhead said before aiming his hand at her.

Before Anaconda could react multiple small crystal pillars emerged from the ground beneath her and ensnared her. They covered her body restraining her movements till only her head was the only thing sticking out. She tried to push her way out but the crystals held firm not budging one bit as they had integrated together to strengthen their hold on her.

"I'm going to kill you when I get out of this!" Anaconda swore.

"Yeah sure whatever you say." Diamondhead remarked uninterested in her threat.

With one down the Petrosapien turned to the other four as Death Adder whipped his tail at him. The tail hit his face and made him stumble backwards due to the force. He ended up losing his balance and falling on his back when Bushmaster gave him a tail swipe at his feet. He looked up just in time to see Bushmaster falling towards him with his right machete swung forward in an attempt to use the momentum for greater force to try and impale his head. Diamondhead turned his head away with a second to spare as the blade sunk a third of the way into the ground. The villain tried pulling his blade out to no avail as it was stuck.

The alien hero however didn't waste the opening as he turned his hand into a thin blade and slashed at the villain's machete. His blade proving superior as it sliced through Bushmasters as if it were made of mere soft wood. The now less armed serpent reared back in shock which proved to be a mistake on his part as Ben grabbed the guy by the neck and slammed his face down to the ground. He then quickly used his free hand to create what looked like a crystal stable fastener. He used it to staple the end of Bushmasters tail in place to the ground so he couldn't use his speed anymore.

Before the crystal alien could finish the job he caught the site of Cobra and Rattler firing at him again. He was forced to jump away again to avoid possible harm but took solace in Bushmaster now being stuck in place unable to come after him for the moment. He then stared down the remaining three Serpent Society members who weren't pinned.

"Your numbers are starting to fall Cobra." Diamondhead remarked tauntingly.

"You won't stop us!" King Cobra declared before he fired another pair of missiles except this time they struck the ground in front of the alien hero producing a purple smokescreen.

Seeing the unusual color of the smoke Diamondhead quickly figured it must've been some type of gas. Not wanting to find out the kind it was he wasted no time in covering his face as his vision was obscured and his body enveloped by it.

King Cobra and the others waited for a moment to see the result of the poisonous smoke. When it cleared however they saw Diamondhead still standing and when he removed his hand from his face they saw why. The alien hero had created sunglasses in the form of a transparent visor that shielded his eyes and stuck to him like air tight goggles. That wasn't the only thing however as he also had a mask over his mouth protecting him from inhaling the smoke.

King Cobra growled in frustration seeing his poison had been rendered useless. They already had trouble just trying to harm this Shield rookie but now he had ensured protection from their poison also.

Diamondhead meanwhile sighed in relief at having managed to react in time. He wasn't sure poison would've even worked on him while in this form but he certainly wasn't going to risk it on the off chance their smoke was some unique chemical compound that could harm him.

"I don't know what that smoke was supposed to do but it won't be doing you any good now." The alien hero said with a muffled voice due to the mask but it was still heard clearly.

King Cobra hissed at him before all three of them charged while Bushmaster was still trying to pull his tail out.

The Petrosapien stood where he was in a fighting stance. Death Adder was the first at him going for a claw swipe at his face which the alien hero blocked by grabbing his wrist and slamming him down to the ground hard. King Cobra came at him next with a right cross with his sparking fist but Diamondhead caught it by the forearm and then pulled him closer right before he gave the leader a headbutt that rocked his head back as if he had been punched. With the leader disoriented the alien hero punched him in the chest before throwing the guy away. He saw Death Adder get back up and go for a tail lunge but Diamondhead grabbed the appendage and then pulled the guy in front of him using the silent villain for a shield to block a blast from Rattler. Death Adder seemed to convulse in pain but strangely he didn't let out a sound to go with it as his body feel to the ground.

Rattler got a horrified look at seeing he had harmed one of his allies even if it was unintentionally. The red snake was then forced to cross his arms to try and protect himself from green shards that Diamondhead was firing at him. However the case he had been holding got knocked out of his hand and fell on the concrete when one of the shards hit the handle and broke it. As the petrosapien continued to bombard Rattler he noticed a shadow cover him and looked up to see King Cobra descending from above with his tail looking to try and use it like a whip.

Diamondhead stopped firing and turned to the leader of the villains before rearing his left arm and then punched the villain at the base of his tail. The hit showed Diamondheads superior strength as King Cobra was sent flying backwards with his head colliding with the crystal wall surrounding them before he fell on the ground feeling like he was blacking out. Trying to fight back the red snake of the group fired another blast from his tail. Seeing that the momentum was going his way, Diamonhead brought his hands up to try reflect the attack right back at him. However when the blast hit his hands, something different occurred instead.

Instead of reflecting the attack back Diamondhead got thrown across the field as if a trunk hit him. That wasn't the only thing either as he felt a high level pain for the first in the fight as his hands were hurting. He slowly got up and looked to see small cracks in his arms going all the way to his biceps. That's when he realized the situation. In his haste to try and reflect his enemies attack it turned out Rattlers attack was a form of sonic vibrations. High degree sound waves were a weakness of Diamondhead as they could cause his body to crack and even fall apart, something that he couldn't regenerate from.

Rattler looked at the alien hero's pained expression and then got a fanged smirk at seeing his sonic blast was apparently very effective against their enemy. King Cobra who had come around from his small black out had also seen their enemies vulnerability to his allies sonic attack. A fanged grin emerged on his face at finally managing to find a weakness to their enemy. He walked to Rattlers side while Bushmaster finally freed his trail as they regrouped together.

"Well it would seem we've found your weakness." King Cobra said pleasingly. "Now that we know it we can dispense with you and be on our way."

Diamondhead stood firm and glared at the three serpent villains for their boast. His glare however was soon replaced by one of glee as he began to chuckle before it grew into a hearty laugh.

"What's so funny!?" King Cobra questioned not getting why their opponent was laughing all of a sudden.

"You villains are all alike with your arrogance. While it's true that I've been injured and that my weakness to ultra-sonic waves is now known to you and your scaly red friend who caused it. There's still however one crucial fact about me that you have yet to understand." The Petrosapien remarked. "Which I'm about to show you creeps right now."

"And what would that be?" King Cobra demanded. Instead of receiving an answer with words a green flash enveloped the alien hero as he changed form. When the light died down a new form was revealed.

No longer a living crystal instead he was now a tall humanoid bird like creature with brown feathers with a lighter shade on his chest and his head where a feather style Mohawk was. He had three large talons on his hands and feet while also sporting a large scythe like blade on both elbows. He wore a green strap vest had a short beak and green eyes like the previous forms. However the thing that alarmed King Cobra the most was that this avian form resembled one of a snake's natural enemies. The hawk was a species of bird that were a natural predator of many snakes with the exception of the larger sized ones like boas, pythons and anacondas.

"That I'm not limited to just one form." The avian proclaimed before flexing his talons eagerly with a predatory look on his face. "And it's time I finished dealing with you three snakes so get ready cause this hawk is about to soar to victory."

Growling in anger at seeing him change form again it didn't take King Cobra long to guess that the weakness to Rattler sonic attacks likely didn't apply to his new form. What's more he had transformed into an animal that resembled one of a snakes natural predators. Did that mean it was especially effective against snake like beings or was he just trying to intimidate them with that appearance?

"Don't think we're going to be intimidated by your new form. Just because you're now some human/hawk hybrid doesn't mean you'll be able to bring down us three serpents." King Cobra growled in dismissal.

A grin emerged on Kicking Hawks face at hearing his words. After fighting them for a while now he had a good understanding of their power and skills. It was time to go on the full offense and bring them down.

"Oh how wrong you are my poor scaly friend." Kicking Hawk said before he dashed at the enemies at speeds faster than Bushmasters own when he was zigzagging.

King Cobra raised his guard but Kicking Hawk was already in front of him and before he could attack the avian hero delivered a flying knee kick to the man's gut. The guy had the wind knocked out of him as he was sent realign back. Before he could get far however his tail was grabbed by the alien hero and pulled back towards him where he dealt a mean right cross to the serpent leader's face. The blow was so strong it sent him rearing sideways this time before he hit the concrete and was immediately out cold.

The alien hero turned towards the others as he sprinted at them. Bushmaster intercepted him and tried to slash him with his remaining arm but the avian hero evaded by jumping over the one armed villain. Kicking Hawk then proceeded to use the back of the guys head to spring off it and launch himself towards Rattler where he dealt a vicious flying back kick on the underside of his chin that caused the large man to get knocked and sent upward a bit before he hit the ground.

Bushmaster took a swing at him with his remaining arm and machete but Kicking Hawk blocked it by swinging his talons at the blade causing small sparks from the friction as they clashed. The avian hero caught the machete during another swing and wrapper one arm around it while using his other arm to jab at the serpents face. The first punch caused him to recoil backwards but Kicking Hawks grip on his arm prevented from him moving back. He then proceeded to deliver jab after jab repeatedly pounding the snake man's face in. Bushmaster responded in desperation when he opened his mouth wide and caught the avian hero's first in it and then attempted to swallow the rest of the limb in.

"Oh gross!" Kicking Hawk said in disgust at having his arm being swallowed and now feeling saliva and other grotesque things he didn't want to think about.

He hadn't felt this disgusted since he jumped down Jarett's throat and into his stomach to rescue the baby Tiffan as Rath.

"Spit out my arm you sorry excuse for a snake!" Kicking Hawk said before raising his engulfed arm up along with its guzzler and then slamming him to the ground hard. When he saw Bushmaster hadn't let go he proceeded to repeat the process slamming down to the ground like a hammer to a nail trying to get him to let go.

Kicking Hawk spotted Rattler swinging his tail at him but the avian hero responded faster and pulled Bushmaster in front of him to take the brunt of the force for him. The stubborn snake still didn't detach from his arm. So the alien hero decided to make more use of him by swinging his arm around which caused Bushmasters body to get pulled along also as his body flailed in the air and the end of his tail ended up slapping Rattler across the face. The action caused the red villain to stumble sideways trying to prevent himself from falling. That's when Bushmaster finally relented and unhooked himself from alien hero less he suffer further humiliation at being used as a makeshift weapon against his own ally.

However Bushmaster ended up making that decision too soon as Kicking Hawk quickly grabbed ahold of his tail and started spinning while swinging him around and around.

"Batters up!" The avian hero cried before he quickly spun closer to Ratter and proceeded to smash his own ally into his back with so much force the red colored villain was sent flying forward as if he were hit by a truck.

Rattler kept going till he hit the crystal wall face first. His body almost looked splattered on the wall before it slowly slid down and he fell off it on his back completely passed out.

Kicking Hawk looked down to see Bushmaster looking dazed and dizzy from all the spinning. The alien hero nevertheless wasn't done with him yet.

"Hate to kick a man... or whatever you are while you're down but better to knock you out." The alien hero said before spinning and throwing Bushmaster at the crystal wall. The poor guy didn't have a chance as he crashed into the wall with the force of a car crash as he fell unconscious from all the G-Force like spinning and the collision.

"And that is why the hawk always soars to victory over snakes in the animal kingdom!" Kicking Hawk declared while taking a taking a small victory stance by flexing his arms in a football goal like stance.

His moment of triumph was interrupted when he heard the sound of engines and looked up to see a Shield Quinjet descending towards him.

Kicking Hawk scoffed. "Figures Fury's guys would show up after I've done all the work."

* * *

Back in the Helicarrier, Ben was in a familiar private room feeling like he was reliving a moment.

"You just couldn't stay out of trouble could you?" Fury questioned Ben as he stood before him. The director was accompanied by Maria and Hawkeye. "First Widow told me you go off to do who knows what and then I get a report that you've engaged not one or two but FIVE super villains at once. Tell me something, in your world did you constantly get into trouble?"

"Hey I take offense to that." Ben protested. "I'll have you know my days of getting myself into trouble have long since been over... I just look for trouble when I go out and tend to find it most of the time."

"Still sounds like you get yourself in trouble to me." Hawkeye teased earning a growl from Ben.

Fury was silent as he stared at him for moment before he decided to just forget about it. "Well regardless you've done a good service by bringing down the Serpent Society."

"Oh yeah that reminds me." Ben said as he recalled something when he confronted them. "What did those guys try to steal? I remember a large case being with them but your guys confiscated it after they arrived."

"They were attempting to steal an experimental chemical from Oscorp. What for exactly we do not know, perhaps to create a serum to make themselves stronger, maybe to create a new poison." Fury speculated. "Whatever they were planning you stopped and keep the contents safe so that's all that matters right now."

"So what'll you do with those five snake rejects?" Ben asked since given their powers and appearances putting them in a regular prison might not be a good idea.

"We'll be sending them to a special prison designed to house super villains of their caliber." Maria answered.

Ben raised an eyebrow at hearing the last part. "Their caliber?"

"You needn't concern yourself with them. The point is that they won't be terrorizing anymore." The archer agent said.

Ben hummed a bit in thought before deciding to drop it for later. "So moving on then, is my registration finished?"

"As a matter of fact yes it is." Fury said before going to the nearby computer and pulling up a file which showed Ben's face and other small information on a Shield license and identification. "We've finished covering what we need for your Shield ID along with your records in joining us."

"My record?" Ben questioned since there was no way Shield could have his real records since he wasn't a real native to their earth. "You mean you faked a record of me?"

"Well we couldn't get you to give us yours now could we?" Fury retorted back. "So we had to improvise and settled on falsifying a simple one with basic details. Shield will know of your history with the exception of something's but for the public we'll have falsified information to avoid drawing too much attention to you."

Ben pondered on that for a moment before nodding. It was probably better the world didn't know about his origins just yet. Maybe start small and then slowly expand the number of people who know the truth."

"Anyway here's your Shield ID." Fury broke him out of his thoughts as he handed him a badge case containing his new identification and badge.

The foreign hero wasted no time in taking hold of his new belonging as he looked at it with a sense of delight.

"Your room has been chosen also. Hawkeye will lead you to it when you leave." Maria informed.

"Cool." Ben turned to the archer. "So how about showing where my room is rig-"

"Hey Fury I'm back from my mission." A new voice called out as the door had opened and the person entered the room interrupting Ben in the process. The Omntrix wielder turned to the voice and his eyebrows raised a bit at the sight.

The person walking in was a stunning woman wearing a full body suit that was primarily red all over, with a yellow arrow like design on the stomach area and a yellow triangle on the center of her chest pointing down between her breasts. She wore yellow gloves that covered most of her forearms. A pair of wed like wings were under each arm, connecting from her upper arm to her upper hip. Her mask was red and covered the top half of her face, but allowed her raven black hair to flow out unrestricted. White lenses covered each eye and a small yellow triangle sat between her eyes on her forehead.

The suit was so form fitting that it looked as if it was practically painted on as it showed off every curve of her perfectly toned body, especially her cleavage due to the yellow arrow highlighting them off her outfit curving around them.

For the first time since entering this new world Ben Tennyson found himself at a loss for words as he stared at the woman who made her way towards them. His mind idly wondered if her concealed face was as lovely as her body but he shook the thought away as quickly as it came up.

"Still having trouble knocking I see agent Drew." Maria said distastefully at the woman's unprofessional greeting.

"Oh come on don't be such a stiff Maria, you got to learn to relax sometime." The red suited woman replied as she walked towards them though in Ben's case he swore there was a bit of a swag walk in her steps.

"Well your back a bit earlier than expected." Fury remarked a bit annoyed by her sudden appearance. "In any case, Ben I'd like you to meet a special member of Shield." Fury said gesturing to the costumed woman.

"Jessica Drew, a pleasure to meet you newbie." The woman introduced herself with what Ben noticed was a hint of a English accent in her voice as she offered her gloved hand for him to shake.

The Omnitrix wilder cleared his mind as he composed himself. "Ben Tennyson, it's nice to meet you too." He greeted back politely to her friendly expression, ignoring the newbie jab. "So I'm guessing by the fact that you're wearing a costume that you're a super powered hero?"

"You'd be correct good sir." Jessica said cheerfully as she let go of his hand. "Although when I'm in costume I go by the name of Spider-Woman."

"Cool name." Ben praised since if anyone knew a superhero name that sounded cool it was him.

"Well I was going to inform you of something tomorrow but might as well tell you now." Fury said gaining Ben's attention back to him as the Director looked to Spider-Woman for a moment. "Say hello to your partner."

The moment those words left Fury's mouth Ben suddenly froze on the spot as his mind halted its processing. He looked back to the stunning woman in red and yellow who was smiling at him before returning to Fury.

"M-M-My what!?" Were the only words he could speak out.

* * *

 **That's right people Jessica Drew A.K.A Spider-Woman is going to be Bens assigned partner. This marks the end of Ben working alone for a while as he'll be fighting alongside her and others. However he will go on solo missions eventually.  
**

 **Also I have now put up a poll for choosing Ben's love interest in the story. The candidates are:**

 **Carol Danvers**

 **Rogue**

 **Scarlet Witch**

 **These woman are not going to be based solely on one of their counterparts like from the** **comic book, cartoon or movie versions. I plan to mix and mash from multiple sources to try and make the best of them I can.**

 **Now you might be wondering why isn't Spider-Woman in the poll also?**

 **Well she isn't in it due to the fact that she's already going to be shown spending time with Ben and getting to know him next chapter. All of which will happen before he even meets the other women from the poll. So I feared you'd all become influenced by her and automatically lean in her favor. Which as a result which would make the other candidates ignored. So that's why she's not in it and because I have specific plans for each woman should any of them emerge the winner. She'll only be a good friend.  
**

 **So cast your vote's people the future will be influenced by your choices.**


	7. A Welcomed Change

**Happy Fourth of July!** **Fireworks are always a nice sight to see.**

 **Alert: The poll for the pairing has taken a turn with one of the girls now taking a slight lead. It was even at first with someone else in first place at first but now that's changed.**

 **To all the voters who mentioned their pick in the reviews but have yet to vote. Cast your votes in the poll so that it can be officially counted. I say this as a precaution cause if I counted votes and reviews together then it would be open to manipulation by being able to vote twice in both. So please vote in the poll so that it's fair and uncompromising.**

 **The poll shall remain open until the next chapter is uploaded. Once that moment arrives it'll be closing time and the choice will be made. So make your choice and cross your fingers for who you want to win cause the countdown has now been set. Time to resume...**

* * *

 **Chapter 7: A Welcomed Change**

"Yawwwwwwn." Ben yawned as he awoke and stretched his arms out from his bed. The Omnitrix wielder stood up as he flexed his arms and stretched out the kinks in his body.

The room he was in was kind of small being no larger than one you'd find from a single room army barracks. There was a small desk at the opposite end of his bed which was only big enough for one, a small black fridge with drinks inside, a closet next to the desk and a bathroom right beside the only door of his room. It was a simple but comfortable room although Ben did wish there was a kitchen. He didn't have a problem with the mess halls servings but he would like to make his own food that wasn't part of their menu. Oh well guess he could always go out to eat if he felt like it.

"Boy am I glad Fury didn't assign me a roommate." Ben said in gratitude as he wasn't ready to share a room with a stranger. Even those he had gotten to know so far like Hawkeye and Coulson would still feel awkward to be around. Especially Coulson after he accidentally trashed his car, he suspected the man would like to get even in a way.

He opened his fridge, got out a bottle of water and proceeded to quench some of his thirst. Once that was done he made his way over to the bathroom and straight towards the shower where he got undressed and turned on the water at lukewarm temperatures.

"Ohhh that's good." Ben sighed in relief at his second real shower since ending up in this new world. The first had been last night after he got into his room and settled in. It was better than being forced to wash himself in the form of Ripjaws.

As the water fell over his body the Omnitrix wielders mind recalled the events from yesterday after learning the surprising news Fury had told him that late afternoon. He could still remember it like if it was happening all over again.

* * *

 _Flashback_

 _"M-M-My what!?" Ben asked still stunned by what he heard._

 _"You're newly assigned partner." Fury repeated while being secretly amused by his reaction, Hawkeye also sharing the same thought._

 _Bens mind restarted as he processed what he heard. He looked to the attractive costumed heroine before returning to the Director of Shield. "You never said anything about me getting a partner?"_

 _Behind her mask Spider-Woman raised an eyebrow as he placed her hands on her hips. "Is there a problem with me newbie?" she asked with a tone that was both teasing and threatening at the same time that instantly put Ben on alert._

 _He immediately raised his hands in a surrendering gesture. "Easy now, I don't have a problem with you."_

 _Heck he was actually kind of looking forward to it. After having had only Rook for a partner for all that time before going solo again the idea of being partnered with a beautiful super powered woman was very appealing to him. It was just the suddenness of it all that bothered him. He always preferred a heads up when changes were going to happen to his daily life and this would categorize as a big one._

 _Ben turned to Fury while giving him a small glare. "My problem is with you Fury. You didn't tell me I was going to be partnered with someone. Is there anything else you forgot to tell me?"_

 _"As I already mentioned I was planning to inform you tomorrow but due to her early return I'm telling you now." Fury said while casting a look to Agent Drew for her abrupt interruption of their conversation. "In any case you didn't really think I was just going to assign you missions unrestricted and unsupervised did you?"_

 _"What is she, my babysitter?" Ben asked with annoyance at the very idea. He was a grown man for Pete's sake and there was no way he was going to accept that._

 _"Actually she'll be more like your observer and evaluator except her job will also be to review you after each mission." Fury corrected him. "Naturally since she has a higher clearance level that makes her your superior on missions which is why she'll lead them."_

 _"Yeah and spy on me I bet." Ben mumbled lowly under his breath which went unheard. He figured Fury still wouldn't trust him that easily but nevertheless he did find it bothersome with all the lack of acknowledging that he wasn't a threat. Guess he'll just have to prove his worth in action when the time comes._

 _"We expect you to follow her orders Ben." Mari said sternly._

 _"No promises." Ben smirked before looking to his new partner. "At least not until I see what she's got in the field."_

 _Spider-Woman smiled at the challenge. "I could say the same about you big boy, try not to fall too far behind. I can be quite hard to keep up with." She said the last part as if it were a fact._

 _Ben gave a small laugh at her return challenge. "Oh don't worry about me, you'll soon see that I don't have any problems getting around or dishing it out."_

 _"Well then I guess we'll both find out tomorrow." Jessica teased before turning to leave the room. "See ya soon… partner" she said the last word with a flirty tone before exiting the door closing behind her._

 _Flashback End_

* * *

"Yep she's going to be an interesting partner." Ben chuckled to himself as he finished his shower. He got out and wrapped a towel around himself and another on his head to dry off and get changed for the day. He opened his closet and pulled out a standard Shield uniform in his size.

"I'm gonna have to remember to give this thing a new look." Ben mumbled to himself as he began to put it on. It wasn't like he hated the uniform he just had his own taste in wardrobe. Besides if Hawkeye, Black Widow and Spider-Woman who are also Shield Agents still get to wear costumes then why couldn't he have his own unique look?

He finished putting on the uniform as it felt tight and yet loose at the same time. Likely due to the stretching of the fabric that provided less resistance, which was a good thing. Ben got out of his room and went to get something to eat. After a five minute walk he found his way to the mess hall. There were already quite a few Shield agents chowing down on their breakfast to start their day of work. Ben walked in the room going towards the food that was being served and grabbing a plate along the way. As he walked he noticed some of the agents staring at him. It was neither looks of admiration or distain, it was curiosity, some interest and what he thought was some distrust.

He figured the distrust part was due to his sudden enrolment into Shield without going through their required training. He had read up on how Shield recruits first went into an academy to get proper training and education before graduating and going into the field. The interest he guessed must've been from word spreading on how he beat Hawkeye and Black Widow during a training exercise. Those two were supposedly Shields best two person team and partners, having gone on many missions together and separately practically always succeeding.

Ben finished picking out the food he wanted which was comprised of scrambled eggs, a bowl of oatmeal, bacon, muffins, fruits and a glass of orange juice. He looked and spotted a table near the end with no one seated and made his way to it since he didn't wish to sit with anyone yet. Once he sat down he proceeded to enjoy his meal by eating some of the oatmeal first before trying the rest.

"Hey Ben."

The Omnitrix wielder was partially startled as he was drinking his juice and almost spilled some on his clothes. He turned to see the familiar voice to see Jessica Drew in her Spider-Woman costume with her own plate of breakfast.

"Mind if I join you?" She asked politely but with a little teasing in her voice like he's come to expect from her.

"Not at all, go right ahead." Ben welcomed her seeing this might be a good opportunity to get to know her better since they were going to be working together on missions.

The costumed hero took a seat across the table facing him.

"So how did you find your room?" Jessica asked starting a conversation.

Ben shrugged as he took a bite of his bacon. "I guess better than one from a cheap apartment although the small amount of space is a bother and lack of a TV is another." He answered plainly.

"Well this isn't exactly a bed and breakfast." Spider-Woman answered with a chuckle at his uninterested answer as she took a bite of her French toast. At the same time she eyed him in his Shield uniform with a small interest. "Although I have to say the uniform does look good on you."

Ben looked himself over for a moment. "I guess it's comfy at least but even so I'm going to give it an improvement." He looked at Jessica with a perplexed look. "That isn't against the rules by any chance is it?" he asked.

The female hero shook her head. "Against the rules no, frowned upon possibly. Those like me and Hawkeye made our own costumes to wear in Shield while Widow I think gave hers an alteration or was already wearing it before joining. Honestly I'm not sure which with her." She said with uncertainty.

"I can live with frowned upon, in fact I can take some enjoyment in others annoyance." Ben said with a smirk as he ate some of his scrambled eggs.

"Well that seems to be something we have in common." Jessica said as she too enjoyed annoying others though mostly baddies and on some occasions Fury himself when she suddenly intrudes on him.

"Speaking of things in common, tell me about yourself?" Ben asked curious about the kind of person she was. So far she seemed playful but he knew she had to have a serious side to her as well.

"Hmm are you trying to profile me or something?" The female hero asked teasingly.

Ben gave a small laugh. "Hardly I'm just trying to get an understanding of who I'm going to be working with." He clarified but Jessica only continued to give him a silent smirk. "Okay then how about a game of questions? You ask me one and I answer it, then I ask you one and you answer it. We repeat this process till we've both asked ten questions to the other." He asked.

"Any other rules?" The heroine questioned.

"No deeply personal questions or asking anything that would be vital or important information." Ben added for both their sakes and to keep it friendly between them.

"Alright then I'm in." Jessica accepted before thinking of her first question. "What's your favorite food of all time?"

"Oh that's easy chilli fries and smoothies to drink." Ben answered immediately. "What about you?"

"Butter." She answered quickly.

Ben blinked at the answer. "You mean like peanut butter?"

Jessica shook her head. "No I mean like actual butter. If it has butter in it then I love it."

"Oooook…." Ben said while finding that a bit weird but chose not to comment on it.

"Anyway moving on, is the rumor true that you thrashed Coulson's car and he exploded?" Jessica asked as she had heard this rumor last night from other agents and was wondering if it as legit.

"Trashed his car yes but not on purpose, as for the exploding no he did not though I could've sworn he was going to for a moment when I saw him shaking with concealed anger." Ben corrected her while still grinning on the inside at the unfortunate but amusing incident.

Jessica laughed as she tried to picture Coulson with a red face, a throbbing vein on his forehead and a twitching eyebrow and ended up laughing even harder as a result. When she finally calmed herself she allowed Ben to take his turn.

"So how did someone fun like you end up working here in Shield?" Ben asked as she did seem to stick out from the rest.

The costumed agent said nothing for a moment as she thought about it and then chose to answer. "Let's just say that they have a certain enemy that I dislike as well and joined them as a result of that." She said while keeping something's hidden. Like how she had once been on the enemies side before she turned on them.

"Is this one of those the enemy of my enemy is my friend kind of things?" Ben asked wanting a little more clarity.

"My, you're certainly asking more than me." Jessica teased as she finished her meal.

"Sorry it's just that your answers seem a little vague." Ben apologized for seeming nosy.

She shook her head. "It's fine though to clarify no it's not like that. More like I saw them for what they are and joined the opposing side." She said plainly before taking her turn and asking. "So is it true that you're from another world?"

Ben raised an eyebrow at the direct question of his origin. "Another universe actually, one that's plenty different from the one you reside in." he elaborated.

"Oh interesting, how different are we talking a…" Jessica stopped when she got a call on her ear com. Ben looked to her wondering what was up before she got a pout on her face. "Fury's calling for us, guess we'll have to finish this another time, let's not keep the man waiting." She said while getting up, her plate of food finished.

"He certainly has some timing." Ben muttered as he also stood up, his own plate having leftover scraps before they made their way to the Fury's office with him following behind since he hadn't been there before.

When they reached the room they entered and saw Fury standing by his desk.

"We're here sir." Spider-Woman greeted her superior.

"Good then we can get started on your first joint mission." Fury said to Ben mostly.

"So what's the job?" Ben asked wondering what it would be. Although considering the agency he now worked with he was betting on it most likely being stopping an assassination, attacking a terrorist base, finding and capturing a super powered villain or something else among the lines.

Fury took out a small iPad like device like device from his pocket and hit a button that showed holographic images on a larger portrayal in the air.

"Recent intel has come providing the location of an AIM base located beneath a shipping dock in Gulf Harbor." Fury said as images showing the shipping docks were shown. "Your mission is to go there infiltrate the base, see what they're building, steal any information you can, take down all AIM personal you see and destroy their operations."

"AIM? Isn't that the organization of scientists who make outrageous tech for those with big pockets?" Ben asked as he vaguely recalled learning about them when he downloaded information from the web.

"That's right and your about to have your first face to face with them." Fury mentioned.

"So you want us to blow up their base?" Ben questioned.

Fury turned his lone eye at the new recruit. "Did I say I wanted it blown up? No I did not. What I want is for the two of you to blow up every trace of their labs and systems. Anything you find that you're unable to dispose of then you bring it back in our custody so we can find a way to do it ourselves."

"You got any idea what we should be expecting down there?" Jessica questioned since when it came to AIM you never really know what kind of new high tech weaponry they made next.

"Nothing you can't handle, this base is supposed to be more of a testing site rather than a weapons manufacturing." Fury answered feeling confident the two of them could handle it.

"Testing what?" Ben questioned.

"Not sure though I'd wager they're testing blasters there." Fury said not entirely sure himself.

"Well this isn't the first time I went into combat without knowing my enemies terrain." Ben remarked eagerly.

"You've got your assignment so get to it." Fury said as he gave agent Drew a portable radar with the location marked.

"Yes sir." Ben said with a mock salute that made Fury give him a look while Spider-Woman contained a chuckle from coming out at his actions. The two agents then left the room and made their way to the top where the planes were parked.

"We'll take one of the jets to get us close before we jump out." Jessica said pointing to a small plane. She could've of course flown there but a jet was faster.

"Forget the jet." Ben suddenly spoke out as his partner turned to him in confusion. "We'll take my car there." he said before she could answer.

"Your car? You mean your car can fly?" Spider-Woman questioned.

"Yeah it can." Ben confirmed. "And there's no way I'm going to bench my ride during the first mission I'm taking." He said with offense at the very idea of it.

"Cool so where's your ride?" The female hero questioned.

Ben turned to look for the plane that his car was parked in before he remembered that he had moved it last night to a spot away from the landing zone. He then spotted it parked on the corner in between two fighter jets on their starboard.

"There it is. Let's go." Ben called out as he headed for his baby.

Spider-Woman meanwhile saw the car and resisted the urge to whistle in awe. She had seen guys with fancy cars before but Ben's car looked cool and the fact that it belonged to a now agent of Shield made her belief it was actually more high tech like Coulsons. She could only guess the gadgets that baby had under the hood and the rest of it.

"Ok I gotta admit that's a sweet looking ride." Spider-Woman admitted as she looked over the black and green Saleen S7 Twin Turbo vehicle. "Hey wasn't it damaged in the car chase?" she asked having recalled it.

"Was but I fixed her up after you left the room yesterday. No way was I going to leave her looking like swiss cheese in the trunk." Ben revealed feeling good seeing her back to full shiny and fixed glory before he unlocked it.

"Hey can I drive?" She asked feeling it would be a heck of a thrill.

Ben looked at her in surprise. His facial expression then began to change as his cheeks suddenly puffed out and a faint snicker was heard before he suddenly erupted into a full blown laugh as he held his knees for support. He continued to laugh before raising his head to see the red costumed agent now giving him an annoyed look.

Ben quickly got ahold of himself. "Oh wait, you were serious?" he then gave her a smirk. "Sorry partner but nobody drives this baby but me… and those I allow after registering them into the system." He said the last part lower but she still managed to hear it.

Agent Drew continued to give him a look.

The Omnitrix wielder didn't falter. "Don't take offense after all this is our first mission together and I don't know you that well yet. But who knows, maybe I'll give you a shot in the future." He said with a cheerful smile.

Her annoyance replaced with understanding now, Spider-Woman regained her small smile. "Fair enough I suppose. Though for a moment there I thought you were laughing because of some sexist belief that a woman can't drive like men." She said with a leer at the thought.

Now it was Ben's turn to look offended. "You know I don't know what hurts more. The pain you'd inflict on me if I was sexist or the fact you actually thought I could be one." He said with dislike.

Now Jessica gave him an apologetic look. "Sorry about that."

"It's fine." Ben accepted her apology as he opened the door and got in the seat with Jessica doing the same.

"Hmm comfy seat." She complimented as she adjusted herself in her seat.

"Yeah she's a softie on the inside, smooth on the outside and really rough to those on the wrong side." Ben bragged before igniting the engines and converting it to flight mode as the wings emerged and it morphed to a more aerial appearance as the afterburners emerged, the wheels were tucked inside and the car began to hover off the ground.

"Let's ride!" The Omntrix wielder cheered as he hit the throttle and the car dashed off like a blur.

* * *

 **A few minutes later**

Ben and Jessica were quietly moving past the shipping containers as they navigated across the maze of metal crates. After approaching the coordinates Ben had chosen to land his car out of sight just out of the harbor to avoid detection. The two quietly made their way to the location where the supposed entrance might be hidden.

"You sure the entrance is supposed to be around here?" Ben questioned as he walked behind her while she was checking the radar for information.

"That's what the info says. Regrettably however it doesn't mention the exact location." Spider-Woman said as she looked around the containers around them. "We'll have to split up and search for it."

"Actually we might not have to." Ben said earning a look of confusion from his partner at what he meant. "Just watch..."

In a green flash Spider-Woman was momentarily blinded and then greeted to the sight of a yellow creature with multiple eyes replacing Ben.

"And see what Eyeguy can do." The multi eyed alien declared.

"Huh so this is one of those alien forms I've heard about." Spider-Woman said with interest. It certainly looked like an alien, either that or one very weird looking mutant. "So what can this guy do?"

"I'll tell you after I take a peek for our enemies." Eyeguy said with the usual eye pun included as he stepped in front of her and the eyes on the front of his body all had their pupils suddenly glow a silvery white. His vision warped and shifted as the shipping crates and the ground became transparent and he saw through them. He spanned the area before him when he suddenly spotted something that stuck out. A secret tunnel connected to the inside of one of the empty crates. A secret escape route perhaps, either way he had found their way in now.

"Ha I've spotted it." Eyeguy said as he turned off his x-ray vision and turned to his partner where he pointed in the direction. "The entrance is over there inside that green crate."

"How do you know?" Spider-Woman questioned.

"I used my x-ray vision to see through the ground and crates and found what looks like an escape tunnel." Eyeguy explained feeling pleased he found it before she did.

"Wow nice work there rookie you're really… wait a minute" Spider-Woman suddenly went from being impressed to suspicious. "Did you sneak a peek at my body while you were searching for the entrance?" she asked with a combination of anger and slight embarrassment.

Eyeguy however suddenly got a flabbergasted look as all his eyes blinked at once and a blush started growing on his face.

"Say what now!?" the multi eyed alien shouted in embarrassment.

Feeling her embarrassment growing due to him not answering her question she crossed her arms over her chest and brought her legs closer together. "You did peek didn't you!?" She asked again this time with a more angry tone.

Eyeguy started waving his hands around in panic and quickly got the sense to change back to human form to avoid further accusation. He continued having the same panicking movements trying to lessen the situation. "No I swear I didn't peek, I've never peeked before in my life!"

Well okay maybe that wasn't exactly true. He did sneak a look on Kai back when they were deeply involved together when he caught a view of her showering due to her having left the door cracked open ever so slightly and when he came into the room he had a moment of playful weakness and caved in. She found out about it but wasn't mad, in fact he suspected she might've done it on purpose to test him. Consider they ended up having a passionate night in bed he suspected the latter was true. But even so he had never peeked on a woman by abusing his powers to disrespect or violate their privacy, heck besides that one time with his girlfriend he never did it again.

"Now I find that hard to believe." Spider-Woman said not buying it completely thought she did stop covering herself since he wasn't in alien form anymore.

"No I swear it's true!" Ben took a step back, feeling his panic starting to grow more. "I've only ever peeked once and that was when my girlfriend and I were living together for a while. But I've never violated another woman's privacy like that."

Spider-Woman said nothing as she stared at him. Her look was making Ben feel tense especially since he could practically feel her eyes gazing at him from behind her mask. The two were enveloped by silence as no one said a word before she finally broke it by speaking.

"Ok I believe you." She said with her charming smile back on her face again as she turned and started walking away.

The Omnitrix wielder suddenly blinked and resisted the near overwhelming urge to face fault at her sudden switch. A thought suddenly crossed his mind at the woman's quick forgiveness.

"Wait a second… were you… messing with me the whole time?" Ben questioned in suspicion and a small glare.

"Don't fall behind Ben." Spider-Woman said as she waved him over, seemingly not hearing or ignoring his question.

"Hey don't ignore me! You really were messing with me weren't you!?" Ben shouted as he followed after her.

He never noticed the smirk on her face as she kept staying in front of him. Her new partner was just so fun to mess with.

* * *

Spider-Woman crawled on the walls of the AIM bases hallway as she searched for the main lab.

"So you can move like a spider on walls, seems your super hero name matches your powers." A voice beside her said as she glanced to see a shadow on the other wall being cast by an invisible figure as it also crawled on the wall like her.

"Your new form is also quite the chameleon." She remarked in interest at its stealth capabilities despite the glaring weakness of still leaving a shadow to track.

The invisible figure jumped off the wall and onto the one Spider-Woman was on as it landed in front of her. She was forced to stop her advance as it dropped its camouflage to reveal a large purple salamander with darker colored smudge like spots on its body. It had three triangular eyes, the left being blue, the right red and the top green. The top of his head is purple-black, with a spike-shaped fin on the back of his head. He has four-fingered hands and three toes on his frog-like feet. He also has a wide mouth with sharp teeth and was wearing a sleeveless black suit version of his Shield uniform that changed with his transformation, though the logo was still present but on his back.

"Not chameleon, its ChamAlien." The reptilian alien hissed with a cheshire cat like grin.

Behind her mask Spider-Woman rolled her eyes. "Yeah ok ChamAlien." She called him by his proper name. Apparently her partner had a thing with his forms being called things rather than by their own names. Either that or he was trying to mess with her for what he believes was that prank she did.

"Good now let's continue." ChamAlien said as he went invisible again and crawled ahead where he came upon an intersection dividing into three paths. He poked his head around the corners just in time to see two people wearing what looked like yellow hazmat suits with black lenses on their masks and carrying some kind of blaster coming his way.

 _"So that's what members of AIM look like. Man these guys look like they should be in a nuclear power plant or some toxic waste dump."_ ChamAlien thought for a moment before he backed away and whispered to his partner about the approaching AIM scientists. She nodded as the two agents prepared to ambush them.

As soon as the two scientists passed by the middle of the intersection, they stroke. ChamAlien flung himself at one of the scientist's starling him at being tackled by something unseen. His companion turned to his downed ally but before he could ask what happened he was struck in the back by a yellow blast from Spider-Woman that knocked him out cold. ChamAlien brought out his stinger and stung the pinned scientist in the arm. The man yelped when he felt a puncture in his arm and all of a sudden he felt himself going stiff. It felt like his every muscle was turning to stone as he found himself unable to move or talk.

From behind his mask he saw a purple lizard like creature appear after dropping its camouflage while also spotting the second intruder who he recognized as Spider-Woman. Despite having never actually crossing paths with her before, AIM was aware of her involvement with Shield.

"That's two down. What'd you do to yours?" Spider-Woman asked.

"I just stung him with a neurotoxin that'll keep him frozen stiff for a few short hours." ChamAlien answered before an idea came to him. "Oh and I know what we should do with them!" he said with a fiendish grin before stinging the other AIM scientist paralyzing his body.

"What're you..?" Spider-Woman asked before ChamAlien suddenly grabbed the two scientists and put them on opposite walls where he positioned their bodies to be standing and holding their guns in look out positions.

"Ok gentlemen keep a look out to make everyone else believe that nothing's wrong but make sure you don't tell them we're here." ChamAlien ordered with a salute to the two petrified AIM scientists where the conscious one could do nothing but glare at him through his mask.

Spider-Woman chuckled at his disrespect towards the villains. "You're so bad." She teased playfully finding his actions and methods quite amusing to see.

ChamAlien gave her a friendly grin. "Yeah well I'm fun that way, now then let's moves on." He said before taking the right path as he turned invisible again.

* * *

Within a large room of the base was large group of AIM scientists going about their business. The room was a large lab like chamber as spacious as a baseball field with a pillar for a computer right in the middle of the room. There were many computer systems on the walls, constructing zones where scientists were building devices and every corner of the place was made from metal tiles. There were a set of stairs above on the second floor which lead to other rooms.

One member of AIM was different from the rest as he floated towards his underlings.

This man… or creature as other people would consider him was a man with a very large head with a face just as wide. He had both brown hair and eyes but no eyebrows and instead had some wrinkles where they should've been. His arms and legs which were dressed up in black and purple full body clothing were so small they looked like they were completely unfit for his body. He was strapped inside some kind of black and yellow suit/chair like device that helped him move around as he hovered off the ground through propulsion. He had a purple metallic headband on his forehead with a red center in the middle and a small purple tuning fork extension.

"Status report gentleman." The large headed man demanded from 2 of his fellow workers as he descended towards them.

One of the two stepped forward. "Modok sir, construction of the new AIM drone models are going along smoothly. We should have their armor, circuitry and weapons finished in the next by Thursday."

"Good, our buyers are looking forward to obtaining them. We'll be getting new funding with this purchase." The being now known as Modok informed, pleased by the report. He then flew to another group of AIM scientists who were working on a different device. "And how goes your work?" he questioned.

The group of three AIM scientists turned to their leader. "Our development of the black hole cannons is going nicely but we're still in the experimental stages. We still haven't perfected how to stabilize the vortex without threat of it becoming unstable and a threat to everything around it."

"Hmm see to your calculations and bring them to me later, I shall go over them myself to speed up the search for our solution." Modok ordered as he didn't have time to check it right now. But before he could continue with his plans…

"KNOCK."

A loud knock caught everyone's attention as they turned to the sealed door to the room which had a large dent on it as if a bowling ball sized wrecking ball had hit the door.

"KNOCK"

Another knock was heard as a second dent was made near the first one. This was followed by a third before Modok called for the scientists to take up arms as they scrambled to get their blasters. When they did the leader of AIM ordered them to get into position for whatever was trying to get into the room as a fourth dent was dealt weakening the door more. It was with one final push that the doors broke open and the intruder jumped into the room, when they did their eyes widened.

They saw it was a huge red humanoid figure standing over a colossal 14 feet tall with 4 green eyes, had 2 toes on his feet, lower canines that were larger and sticking out from his jaw, 4 arms and a body that was muscular like a bodybuilders but not overly buff like the Hulk.

"Knock knock." Four Arms said with a grin at the AIM scientists.

"Who are you!?" Modok questioned as he didn't recognize the intruder.

When Four Arms saw Modok all four of his eyes widened in surprise and disbelief. "Woah I see it but I don't believe it." He still had trouble believing it as he found the guy so unreal despite seeing him. "It's a large sized human version of Ultimate Grey Matter." He said finding the resemblance to his Ultimate Alien so uncanny it was disturbing.

"What nonsense are you speaking off?" Modok questioned before he spotted the red logo on the intruders chest. As soon as he saw it Modok gave a glare. "Ah now I see, so you're a Shield agent." He announced publicly as his men heard and became alarmed as they aimed their weapons at the intruder now confirming he was an enemy.

Four Arms kept staring at Modok like something from a weird circus attraction before he shook of his gawked expression and replaced it with a serious one. "That's right and I'm here to take you guys down." He clenched his four fists. "So get ready cause I'm about to bring a world of hurt to you."

"I think not fool!" Modok declared as the AIM scientists took that as their signal and opened fire on the large creature.

Four Arms crossed his arms shielding himself as he took the barrage. The shots didn't injure him but they did feel like a throbbing sting with each hit. Deciding to go on the offense he jumped into the air and raised all 4 of his arms before he fell back down and slammed them on the ground leaving large dents in the metal. His actions however caused the ground to tremble like a small scale earthquake as the AIM scientists on both floors lost their footing and fell down. Only Modok was unaffected thanks to his hover chair.

"Your pitiful strength is no match for the mental superiority of Modok!" Modok boasted as he flew up and fired a red colored beam from the red lens of his headband at the alien hero.

 _"Did he just talk in the third person?"_ Four Arms thought for a moment before shouting back. "Oh yeah well people may say that brain beats brawn but that doesn't apply one hundred percent of the time you overgrown bobble head!"

The alien hero took caution and tore off a large piece of metal from the floor and used it as a shield to block the beam. The metal managed to withstand the attack before he threw it at the big headed villain. Modok ceased his assault and flew aside to avoid the collision but that provided Four Arms the opening he needed to clap his hands together to create a powerful shockwave that blew the AIM leader across the room and right into the central pillar where his chair got imbedded and struck.

"Ha take that melon head." Four Arms cheered before he was under attack again as the members of AIM he knocked down had gotten back up and started firing at him again. The support from those on the second floor also included this time.

Four Arms shielded himself with his arms before he gave a battle cry and charged at the ones in front of him like a runaway boulder. The AIM scientists panicked as he approached and saw their weapons weren't slowing him down. The Tetramand tackled a few of the scientist in a football style before he quickly grabbed two others that tried to scatter and threw them across the place as one hit the wall and the other crashed into a computer system wrecking it and getting knocked out cold.

The alien hero continued his assault on the unfortunate AIM scientists.

Meanwhile the members of AIM who were on the second floor platform were getting worried as they saw the intruder tearing through their guys as if he were the Hulk. Their blasters clearly weren't enough to face this threat.

"This isn't working we need better ordnance against him." One of the men said to the others with him.

"Let's use the black hole cannon." Another recommended gaining stunned looks from his companions.

"Are you crazy!? That hasn't been perfected yet! If we use that then we'll run the risk of having all of us getting pulled into oblivion!" A third protested at the idea. He'd rather get sent to jail than risk dying inside a black hole.

"Agreed so let's use our other weapons, get the gravity cannons!" The one who first spoke ordered as the others followed suit and grabbed a hold of a high tech bazooka like weapon that had pincers around the barrel. They got the railings and took aim at the shield agent below.

"Let's see how you stand up to this." The second AIM scientist said as he and the others got ready to fire.

"Excuse me boys."

"Huh?" The second AIM scientist along with the others turned to the sound of the unknown voice when…

"Argh!" One of the group's members wailed out in pain as he got blasted by a yellow beam like shot that knocked him against the railing before he fell unconscious.

The AIM scientists looked up to see a woman in a red and yellow costume sticking to the wall with her hand held out and glowing with an aura of greenish yellow energy. Clearly the one she used to blast their comrade.

"Mind if I cut in on this dance? I don't want my partner to hog everyone by himself. Plus it's rude to interrupt another person while they're busy." Spider-Woman said with a smirk at their plan working so far.

When she and Ben had gotten close to the lab they had come up with the plan to split up. He would take the main floor while she dealt with those on the second floor. However she was surprised to find Modok himself here. She hadn't expected him to be present considering this was one of their smaller labs. Nevertheless she would follow through with their mission. Besides Ben seemed to have it handled well enough so far.

The other scientists response was the raise their cannons to shoot her. The female hero however was quicker as she sprung off the wall and right into one of the hazmat wearing men as she knocked the weapon off his hands. Another managed to fire a shot at her but she used the now weaponless AIM member to take the hit for her.

"Wait! What! Woah!" The AIM scientist panicked as his body was covered in a yellow aura and before he could react his body rose off the ground and to the ceiling where he found himself stuck to it as if he were cemented.

The others didn't stop despite the loss of their ally as they kept firing at Spider-Woman but the red colored hero gracefully avoided every shot. She even managed to dodge while in midair as she closed in on them. When she finally got within arm's length another one was brought down when she used a combination of hand to hand techniques striking her opponents gut, torso and then his chin with an uppercut.

She saw the remaining AIM scientists running for the tables to grab different weaponry but she wouldn't have it. She quickly fired another venom blast which met its mark and knocked out another member. The others managed to grab new equipment as one of them three a round metal sphere at her with 4 red bulbs on the corners.

Spider-Woman evaded by jumping on the railing and up to the ceiling as the sphere hit where she had just been before exploding with a dome of red energy that was big enough to cover a car. The energy then quickly died down and vanished showing no signs of damage to the floor.

 _"I don't know what that was supposed to do but something tells me I shouldn't let it touch me."_ Jessica Drew thought in alarm before she spotted another explosive being thrown at her.

Reacting quickly she jumped down from the ceiling and spread out her arms as her web wings were revealed. She glided in the air circling around her enemies before got close to the wall and then pushed her feet off it to propel herself at another of the AIM scientists as she grabbed him and then threw him across the room and right over the railing.

"Ahhh!" The AIM scientist screamed as he fell to the ground floor and hit the ground hard on the front of his body. "Urgh that hurt a lot." He said as it felt like his ribs were bruised from the fall and collision with the ground.

Four Arms happened to see the poor fool drop in from above and looked up to see his partner handling things.

"Guess she doesn't need my help with them." He mumbled to himself before turning his attention back to the now fleeing hazmat men who were trying to run away from him. Unfortunately for them he wasn't going to let them as he grabbed one of the large data processors and threw it at them where it crash landed right by the exit blocking it from their access.

"We're trapped!" One of the guys that were left standing yelled in panic before he and the other three turned to see the alien hero right behind them with a grin.

"And now it's time for you all to go nighty night." Four Arms said before he decked all 4 of the remaining men by bobbing them upside their heads with his four limbs. The actions instantly caused their bodies to tremble for a moment before they all blacked out on the ground. He then clapped his hands as if he finished cleaning. "Well that takes care of that."

"Not so fast you simple minded brute!"

Four Arms looked up just in time to get blasted by Modoks red beam. Unlike the blasters he took on before this one did hurt as he got knocked down to the ground as the big headed genius continued to pour it on.

"Did you honestly believe you had defeated me!? Foolish Shield agent, I am Modok I am designed only for conquest! I cannot be defeated!" Modok proclaimed as he continued his assault on the intruder.

"Don't count me out yet you overgrown Easter Island head!" Four Arms called out before he crossed his arms over the beam and got to his feet as he slowly pushed himself forward through the red laser.

"You will not defeat me you simpleton!" Modok remarked before putting as much energy as he could into his mental bolt.

The Tetramand was pushed back a bit from the extra exertion but still held his ground and managed to push forward. He then had enough and made a powerful leap at Modok to wail on him. The large headed villain had a look of panic for a moment before a force field was formed to protect him as it took the blunt force of his main arms. The defensive barrier repelled Four Arms as he landed back on the ground.

"Do you see now you primitive savage!?" The AIM leader mocked. "My greatness cannot be outmatched!"

"You have egotistical issues dude." Four Arms remarked before smirking. "As for your barrier it's nothing I can't tear down with the right push."

A green flash happened next as his form was now replaced by a humanoid being made purple rocks with magenta colored crystals for fingers and a face. He also had others as spikes on his back, shoulders, Four Arms, knees, and head. The two on his back were the largest and he had one on the tip of his head acting like a horn. A single green eye glared at the chair bound villain.

"What sort of creature are you?" Modok questioned in bewilderment at the sudden transformation.

"Oh I'm many things but right now you can call me Chromastone." The Crystalsapien said before flying at Modok again to thrash him. Once again the force field was put up to block him but that was exactly what the alien hero wanted as he put his hands on the barrier. "Not this time."

With that Chromastone began to absorb the energy from the force field into himself. Modoks sensors detected the power levels dropping and alerted him.

"Your draining my energy reserves!?" Modok realized in surprise before he had his chair open two panels form the sides to reveal miniature missile launchers. He quickly dropped the shield and fired at the alien hero who couldn't avoid due to the close proximity as he got blown across the lab and right into a database machine that blew up as well with his legs dangling out of it as the only part to be seen.

"Ben!" Spider-Woman called out in worry for her partner having just taken down the last guy on the second floor. Her action caught the AIM leader's attention now.

"I had almost forgotten about you. Now that I've taken care of your companion I shall eliminate you next." Modok said with glee as Spider-Woman got into a fighting stance.

"Hey you oversized toddler!"

Modok turned to the voice just in time to get blasted by a multicolored light beam that pushed him back but he managed to steer his chair to regain his balance in the air. He looked to see Chromastone back up with his fist extended and illuminating the same colors as his shot.

"I don't go down that easy." Chromastone declared before rising off the ground. "So get ready for your spanking."

"And don't think I'll be getting left out of this one." Spider-Woman proclaimed as she jumped down behind Modok as the two heroes cornered him from opposing sides.

Modok glared as he pondered his next course of action. He was familiar with Spider-Woman from her services in Shield along with her reputation and believed he could beat her himself. The problem was the new Shield agent who appeared to be her partner. He had zero knowledge on this individual and his capabilities. He seemed to be some kind of shapeshifter but he wasn't just changing appearance he also seemed to be switching powers. If this agent had more forms up his sleeve then there was no telling how he could fight back against that. He needed a solution to this unknown factor.

That's when he came up with one possible solution to his troubles.

"Your foolishness in thinking you can defeat me is laughable." Modok spoke up. "You think you have me at a disadvantage but in truth you've tipped this in my favor!" he said before firing another panel opened in his chair revealing small barrel weapons that fired yellow beams at both Chromastone and Spider-Woman.

Spider-Woman dodged the beam without difficulty while the Crystalsapien raised his hand to absorb it but when the beam connected to him it didn't get absorbed. Instead it seemed to quickly expand and form a barrier around the alien hero trapping him inside.

"This won't hold me for long egghead." Chromastone challenged before he tried absorbing the barriers energy to dissipate it and felt it being absorbed by him.

"I don't need long just a moment to execute my plan." Modok said before he pressed some buttons on his chair and suddenly the walls of the lab opened up to reveal multiple barreled cannons and weapons now aiming at Spider-Woman.

"Uh oh." The female agent gulped a little before readying herself for the inevitable.

"Look out!" Chromastone called out as the weapons began firing at her.

Spider-Woman ran across the room as she skillfully dodged and maneuvered herself out of harm's way. The beams missing her by less than mere inches as she almost gracefully avoided the barrage. Chromastone saw her skillful maneuvering and was impressed by her movements. She wasn't just avoiding aimlessly, she was dodging like a champion gymnast moving with precision and without wasted movements. Clearly showing her level of physical skills he could only imagine how long it took her to obtain.

However while she was busy avoiding the weapons from the walls Modok was right above her watching her movements and waiting for an opportunity. When he saw her feet lift off the ground from a jump that's when he made his move as he fired his capture beam at her which struck her head on and trapped inside a bubble just like Ben's.

"Hey!" Spider-Woman yelled as she punched the dome trying to break out of it but it didn't rupture. "Let me out of here."

"Hang on I'm almost out!" Chromastone called out as he could feel the barrier was nearing depletion.

"Fool!" Modok insulted him. "I don't need long to enact my plan to deal with you." He said with an evil glee before his red lens illuminated and he unleashed mental waves at the imprisoned hero.

Chromastone stopped the absorption and braced himself for whatever was coming as the waves enveloped him. However to his confusion he didn't feel anything from them, no pain, no discomfort or any symptoms of ailment.

"Hey Modok looks like whatever you were trying to do to me is a flop." The Crystalsapien declared cockily.

"That's impossible!" Modok protested in disbelief. No one had ever been able to resist his mind waves without proper protection. Yet this man showed no sign of even feeling his mind under siege. He then turned to the captured Spider-Woman. "If my mental waves don't work on your then let's see about your partner." He said before Chromastone got a worried look on his face as did Jessica when she saw him float towards her.

"Stay away from her!" Chromastone threatened as he quickly tried to absorb the last of the energy from the barrier but it still held some juice.

"Too late, fool." Modok gloated before he first fired a small projectile at the woman which hit her forehead. However rather than a bullet or laser it was a small circular device with tiny legs that attached itself to her skin. As soon as it did Modok began unleashing his mental waves on the trapped female.

Soon as he did Spider-Woman let out a scream as he clutched her head in pain. Her brain felt like it was being boiled as she felt something overcoming her. She felt her awareness and mind going blank as her vision became blurry before she felt herself black out.

"Spider-Woman!" Chromastone yelled out as he finally burst free from the barrier and ran towards her. "Get away from her you creep!" he said before firing at the AIM leader.

Modok flew higher to avoid the blast as he had stopped his mind waves and Spider-Woman collapsed on the ground. The alien hero ran towards her as he knelt down to check on her.

"Jessica you ok!?" Chromastone said as he gently shook her trying to wake her up. "Come on talk to me." he tried again but she wouldn't respond. His fingers checked her pulse and he was relieved to still feel one coming from her. It seemed like she was just knocked out. He then looked up to Modok. "You're gonna pay for that one you bloated jerk." He threatened before standing up to face him.

Modok gave an evil grin. "Incorrect for you already have yourself to worry about."

If his lone eye were capable of it Chromastone would've blinked at what he heard. "What do you mean by-Uhhh" his words were interrupted when he felt someone kick him in the back as he fell down.

"Who hit me?" Chromastone turned to his attacked but was shocked to see it was Spider-Woman. "Jessica? Why'd you hit me?"

Spider-Woman didn't answer him as she took a fighting stance before charging at him and deliver a flying kick to his chest that made him stumble back. It didn't hurt him thanks to the Crystalsapiens hard body but nevertheless this was disconcerting. Whatever Modok did, it clearly had him take control of his partner.

"Spider-Woman if you can hear me you gotta fight whatever's making you do this!" Chromastone called out to her hoping she could shake off whatever hold Modok had on her.

His partner faltered for a moment as if she heard him but then she fired a venom blast at him that hit his left arm when he tried to block it.

"Owww." Chromastone said while rubbing his arm as he flexed his fingers feeling like it got a cramp. Whatever that blast of hers was it seemed like it affected the nervous system. It was a good thing he was more rock than flesh and bone otherwise he might've gotten paralyzed.

"That's it my subject eliminate him!" Modok commanded as he sent out more thought waves to keep her going.

Responding to the order Spider-Woman ran at him again as she performed a spin kick which Chromastone barely leaned back enough to avoid. She followed that up with straight jab that he sidestepped but she then did a leg sweep that knocked him flat on his back. With her opponent down she leaped up and attempted a downward kick to his chest but the alien hero caught her foot and then threw her to the side. She managed to land on her hands before flipping herself right up as Chromastone got back to his feet.

"Well you definitely go some skills but this is not how I pictured witnessing them." Chromastone remarked as she came at him again to try and bring him down.

The two went at it again as Spider-Woman was going offensive while Chromastone was purely defensive as he avoided, blocked and continued to try reaching out to her but every time she showed some sign of getting a hold of herself Modok would up his mind waves to make her keep going. She then finally managed to land a solid uppercut on his chin that actually stun him but as for her…

"Ahhh!" Spider-Woman cried out as she held her now injured hand feeling like she just tried punching a wall of osmium.

"Oh man I'm so sorry about that." Chromastone apologized while wondering how he could handle this situation without hurting her and before she literally inflicted anymore self-harm to her wellbeing. That chip on her head had to be the cause, if he could just remove it she might return to normal. But then again he didn't know what would happen if he removed it by force. It might cause her more harm as a result and he didn't want that.

He could try using Ghostfreak to possess her and force the AIM leader's control to be relinquished but immediately declined that idea since he knew Fury wouldn't like learning her could possess people against their will. Another choice could be using Diamondhead to trap her in a crystal prison but he dismissed that idea also since she was so agile and quick that it would be hard to cage her. That also ruled out Stinkfly and his sticky slime. He could easily catch her with Gravattack but he would have to keep his focus on her to maintain his powers which would leave him vulnerable.

Finally however the answer to his problem hit him like a brick to the head.

 _"Of course! That should work perfectly but first I need to take care of those weapons."_ The alien hero thought glancing at the arsenals on the walls before he fired a beam at the nearest one blowing it to bits. He started opening fire on the other weapons blowing them to scrap metal.

"Stop him!" Modok yelled out.

The pain from her hand had stopped and Spider-Woman ran at him to interfere but Chromastone flew up till he was almost touching the ceiling and then proceeded to destroy the rest of the mounted weapons till none were left. Once that was done he fell back to the ground and proceeded to transform into Kickin Hawk to continue his plan. "Ok partner just hang in there for a bit longer, I'll set your head in straight soon.

"Don't just stand there, attack him!" Modok ordered.

The Shield agent was back on the offensive as she went for a right cross. Kickin Hawk avoided it by tilting his head and grabbed her extended arm but Jessica went for a knee strike. The alien hero quickly countered with his own knee blocking her from hitting his gut. However Spider-Woman finally got out of his grip when she dealt a stinging headbutt that made his head stagger back and release his grip on her arm.

With his balance disrupted Spider-Woman went for a spin kick aimed at his head. Kickin Hawk managed to quickly raise his guard and block the kick with the back of his fist. He then grabbed her ankle with his other arm but she responded swinging her right fist for his face. The alien hero caught her punch in his remaining free hand but she then used her remaining free leg went for a downward kick. Kickin Hawk brought the forearm that held her fist to block it. However now Kickin Hawk was without defense as with both his arms now occupied holding one of her arms and blocking both of her legs he had no way of stopping her remaining arm from decking him in the gut.

The flightless bird hero felt the wind get knocked out of him as he gasped in pain and double over also unintentionally releasing his grip on her limbs. With her regained freedom Jessica quickly dealt a forward thrust kick at the alien's chest knocking him down on his back as he struggled to regain his breath. She was going to let him as she dove for an axe stomp for the finish. With some struggle Kickin Hawk managed to roll out of the way and get on his feet looking out of it.

"Man (gasp) you really are (gasp) something." Kickin Hawk gasped as he felt sweet relief for his lungs with every breath after that exchange between them. She hit much harder than he thought.

Her skills were better than he thought. Heck the woman was clearly stronger than May although perhaps not as skilled as her in karate. Nevertheless she was a real contender and due to him not wanting to harm her it was making his plan more difficult to execute.

His attention turned when he saw Modok fire a pair of missiles at him. The leader of AIM however got a big surprise when Kickin Hawk quickly made himself stand on his hands and then used his talon feet to grab both missiles. He then swung around and threw them right back at the villain.

"Not possible!" Modok cried out before he raised his shield to protect himself but because his chairs power had been partially drained by Feedback the energy dome was weakened. While it did manage to repel the flames of the explosions it couldn't stop the shockwaves of the detonations from hitting him as his chair spun out of control. "Wahhh!" he yelled out as he tried to regain his equilibrium in the air.

Kickin Hawk turned to his partner and saw her falter as if suddenly dizzy. He realized Modoks control was slipping and this was his chance. He ran at his partner and before she could react he wrapped her in a powerful bear hug, lifting her feet off the ground also. Once he had her restrained the alien hero transformed again into a different form.

He was now a mechanical humanoid in a green outfit, with the exception of his head and shoulders being a bluish-purple color. He has four fingers on each hand, which are apparently gloved. His body had multiple nozzles, one on his shoulders, two his arms, three on the rim in between his shoulders, three on his head, one on his back and one in the center of his posterior. He has a belt with a window on his stomach that showed what looked like gases inside him and lastly had a mask with the Omnitrix symbol attached to it.

"Ok partner just stay put and let Gutrot help you out." Gutrot mentioned before the chemicals in his stomach began to change from changing their mixture. "Here we go!" he said before orange gases were expelled from all the nozzles of his body covering them in a cloud of gas.

Modok who had regained his balance saw the gas filling the room and fearing it was dangerous flew as far back as he could before he began to type the keys on his armrest.

The roof of the lab opened a few panels to reveal opened to reveal large fans behind screens. The fans began to spin and suck in the air as well as the gas that was filling the room.

However it was too late for Spider-Woman who had already inhaled a large portion of gas. Also because of her proximity to Gutrot who was still restraining her and expelling gases she was still being bombarded by the fumes despite the fans vacuuming the room to remove it.

"That's it partner, just keep breathing in the soothing fumes of my specially designed halothane vapor fumes and let it's sweet embrace fill you." Gutrot said as he held her tighter when he had felt her struggling to escape from him. Slowly her movements lessened and she got more sluggish until she finally ceased moving completely and collapsed.

The alien hero sighed as he stopped his gasses glad he had finally dealt with her. His eyes fell on her sleeping masked face as he saw the heroine's lower face as she quietly breathed and slept. Strange as it was she seemed lovely even when sleeping with it on. He was almost tempted to look underneath it to see how she looked but buried the thought. Her identity was hers to reveal when she wanted.

However the alien hero's eyes drifted lower and then widened at what he witnessed as his mind now realized the fact that he had her body against his with her well endowed breasts heavily pressed against his own chest due to his bear hug.

"Gaaahhh!" Gutrot yelped in panic as he let go off her but then realized his folly as her body fell. With speeds that should've been impossible for his species he managed to quickly catch her before her upper body hit the ground as he held her by her back. "Phew man I do hope she doesn't remember that." He said with dread at the thought.

She had already accused… or teased (which he suspected) about peeping on her when he used Eyeguy. The last thing he needed was another incentive to possibly harm him for real.

"Your next Modok!" Gutrot called out while pointing at the swollen headed villain.

Modok however was silent as he analyzed his situation. His lackeys were all down, the room's defenses were destroyed and his mind controlled target was now comatose. He could still fight but against this unfamiliar enemy he questioned his chances. He could've brought in the robots that were constructed but they were still unfinished in their programing and final installments. Conquest was what he was built for but against someone he did not possess any data or plan for, overcoming this was a clear predicament he wasn't prepared to handle at the moment.

"Your presence has been a nuisance and has comprised my base, commencing self-preservation protocols." Modok declared as he typed on his arm rest again.

Suddenly an alarm rang out across the base as the lights turned red. The doors to exiting the rooms suddenly got sealed shut when they closed up from thick walls descending and blocking the exits

Gutrot was taken aback by what was happening. "What's going on? What do you think your doing?" he demanded while getting the feeling he wasn't going to like the answer.

"This base has been set to self-destruct and in less than two minutes this room shall now become your grave." Modok declared earning a stunned look from the alien hero.

 _"Yep didn't like the answer."_ The gaseous alien thought in worry since Spider-Woman was currently unconscious and they were trapped inside with no way out.

"Enjoy your momentary victory fool for it shall be your last." Modok cackled before flying up to the ceiling where an escape tunnel opened up and he flew into it before the opening closed.

"Jerk." Gutrot muttered before he transformed into Upgrade. He kneeled beside his partner and extended his finger at the tiny device on her head where it merged with his extended digit. He wasted no time in accessing its controls to detach and shutdown. Once he did he removed the offending device from her now that it was safe.

With that done he ran to the central computer pillar in the room. He fused his hand into the system trying to access the controls to cancel the self-destruct. Sadly he quickly learned that the control for canceling the detonation was in another terminal and he had no way to access it from here and there was no time to get there.

 **"Self-destruct in T-minus-60 seconds."**

Hearing the broadcast didn't help as the alien hero felt panic forming but quickly suppressed it to keep a cool head. He tried to figure out a way to get out of here and save his partner… along with all the knocked out AIM scientists all over both the second and first floors. He couldn't just leave them to die even if they were villains.

 **"Detonation in T-minus-30 seconds."**

"Will you shut up you're not helping!" Upgrade yelled before looking to his sleeping partner and thinking his options.

 **"Detonation in 15 seconds."**

* * *

Outside the secret AIM base a man was operating a forklift truck as he set a shipping cargo container on top of another.

The man wiped his forehead as he cleared the forming sweat. It was just another day at work for him.

 **"BOOOOOOM!"**

A loud explosion startled the worked as he turned to where he thought it came from and soon felt the ground shake as piles of cargo holds shook and some fell from the top hitting the ground. In one certain area a pile of the containers fell down below the earth as the ground gave way and a large hole formed pulling in all nearby containers below ground.

Shield picked up the explosion seconds after.

* * *

 **And that's a wrap for this chapter as it ends in the first ever cliffhanger like fashion. So yeah Modok was the first super villain Ben faced with his new partner Spider-Woman. I figured it was a decent choice since Modok is a high profile villain but not a super badass like certain others. Don't let the flirting Spider-Woman is showing fool you. She is not part of the poll nor will she end up as Ben's love interest. However that doesn't mean something might or might not happen between them. There's a ways to go before he meets his soulmate so who knows what might happen along the way.**

 **Also I'm accepting any ideas you readers may have for Ben and one of the girls from the poll. It can be about how he meets them or something that happens to the two of them. I'm not so picky about it if it's within reason and would fit in my plans. So if you got something go ahead and mention it. I look forward to hearing your ideas.**

 **On another note I'm looking forward to seeing Spider-Man Far From Home this weekend. So don't mention any spoilers to ruin my future fun :)**


	8. Raising the Bond

**Hey everyone sorry my chapter's a bit later than usual but things have been kind of crazy here. The people went on protest against the Governor to resign which lasted about 2 weeks. They had rally's that got some of the main roads shut down due to over parking. Don't even get me started on the spray painting I've seen on walls. Well anyway their efforts paid off and the governor announced his resignation. (Power to the people!)**

 **Now on to a more tragic note I would like to pay my respects for the dearly departed Cameron Boyce. I still couldn't believe that he's gone. He was so young and to hear he died just 2 days after I posted my previous chapter was saddening and shocking. I liked watching him on the Grown Ups movies and in the TV series Jessie. It's so unreal that he'll never be seen again. That boy had heart, good acting and let's not forgot his dance moves. He will be missed dearly. But he's not the only tragedy as there have also been many shootings in the US lately where innocent people have been gunned. The people of Dayton and El Paso having the largest body count from those shootings. It is truly sad to hear how innocent people were just gunned down and at random of all things.**

 **(I lower my head and take a moment of silence in respect for them…)**

 **Now that I've said my piece and gotten that sorrow of my chest here's the next chapter. Also there's another important notice at the bottom but check it out after you've read the chapter. Now the story continues…**

* * *

 **Chapter 8: Raising the Bond**

"Is this the place?" A Shield agent questioned Coulson as he stood before a pile of concrete rubble and cargo containers while a group as a team of agents worked alongside rescuers on digging out their missing agents.

Coulson nodded. "Yeah this is the spot where Spider-Womans transmission went dark."

Shield had quickly caught wind of the explosion and sent a rescue team after Spider-Womans com link stopped broadcasting. Fury was displeased when he heard about the explosion, especially when he told Ben not to blow up the base. The Director wondered if Ben had ignored his orders and gone ahead and blown it up or if something else happened.

Coulson wasn't one to get easily shaken but internally he was feeling a bit worried. This was Ben's first mission and already it seemed like it experienced a disaster. The transmitter placed the costumed hero inside the base right before it blew up. He knew Agent Drew was one of their best but she wasn't exactly a master escape artist like the Black Widow.

The teams cooperated while also using excavators and bulldozers to dig their way through. Suddenly the ground began to shake ever so slightly as the metal rubble creaked and the pile looked like it was going to fall.

"She's going to give! Everybody out!" A rescue worker called out as everyone ran back putting distance between them and the rubble as the shaking got louder and more violent.

Everyone expected the ground to cave in again but instead the pill or rubble began to rise up as if being lifted. Their expressions turned to surprise and then into stunned when large crystal structure shaped like a cocoon rose from underground. The strange construct seemed to push aside all the rubble on top and around it as it continued rise up till it was finally standing on the surface. Coulson recognized this familiar crystal from yesterday.

"Looks like Ben survived." Coulson remarked to himself as he and the others approached the large crystal.

A green flash of light was faintly seen from inside. Suddenly a part of the crystal opened up like a door that was lowered and burrowed to the ground. The door fully opened up to reveal Diamondhead holding his partner up in his right arm as she looked disoriented considering she was holding her head. They also noticed a pile of AIM bodies behind them either dead or unconscious. The Petrosapien made sloped stairs and walked down to them while Spider-Woman had let go after feeling better as she walked unassisted.

"Nice to see that your not dead Agent Drew." Coulson greeted the female agent.

"Yeah well you know how I live by the edge." Spider-Woman remarked while she gave him a smirk though she seemed a bit tired from her ordeal.

"That's not good for your health you know." Diamondhead shot back as despite his own love of action and adventure he didn't purposely push things to the extreme unless circumstances called for it.

"Care to explain why you blew up the base after Fury specifically told you not to?" Coulson questioned the alien hero.

Needless to say he got an indignant look in return from the new recruit. "I didn't blow it up!" he said with offense at the very question of him disobeying on his first mission. "It was that tiki faced creep named Modoks fault. He set the whole place to blow up when he ran away."

"Modok was there?" Coulson repeated in surprise. Their intel had told them the AIM leader was supposedly elsewhere at a larger base but it seemed their info was wrong.

"I can confirm along with the fact the old prune took my mind for a joyride." Agent Drew remarked bitterly at the experience. She felt like she needed a shower to rid her mind of his foul thoughts.

"So what happened inside?" Coulson questioned on their successful escape.

Diamondhead scratched his check. "Well it was like this…"

* * *

 _Flashback_

 ** _"Detonation in 15 seconds."_**

 _"I got it!" Upgrade shouted to the sky as he transformed into XLR8 and brought down his visor as he went to work._

 _The Kineceleran dashed over the room as he ran up the wall to the second floor and grabbed three AIM scientists. He had one on each arm and the third being held by his tail as he ran and took them to the first floor before dropping them off. He then ran back to the second floor to gather the rest of them including the one that was still stuck to the ceiling. When they were secured he proceeded repeat this routine and gathered all those in the first floor as he piled the bodies in one place near his downed partner._

 _With that down the speedster alien transformed into Diamondhead as he quickly created a crystal shelter in the form of a large cocoon. He then proceeded to fortify it even more by making a thick crystal shelter like hut around them inside the cocoon for another pair of walls to shield them from the blast._

 ** _"Detonation in 5, 4, 3…"_**

 _Diamondhead braced himself for the inevitable as he heard the loud explosion of the base blowing up even through the thick walls. The protective crystal shelter shook violently as if in an earthquake before hearing the sound of earth falling on top and after what seemed like minutes it finally died down. Needless to say the alien hero was glad to see his structure still in one piece after that._

 _"Phew man that was scary." The Petrosapien wiped his head in relief._

 _"Oh thank you. You've saved my life."_

 _Diamondhead turned to see the only AIM scientist who had been awake the whole time. It was the guy who was stuck to the ceiling after getting hit by the gravity beam._

 _"Oh sure no problem buddy." The alien hero hero smiled right before he bonked the villain on the head sending him straight to dreamland. "Enjoy your nap with the rest of your bros." he then turned his attention upward. "Now let's get out of here and back to the surface."_

 _The crystal alien channeled his powers to his constructed shelter and tried to make it rise from below ground. However he encountered heavy resistance from all the rubble on top of them. It felt like he was trying to push through tons and tons of earth that was cramped together._

 _"Ok this isn't working." Diamonhead remarked while also knowing there was only a limited supply of air inside. He then snapped his fingers. "Ah perhaps…" he then transformed again this time into a different alien._

 _He was now a large, bulky, reddish-brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body. He had three toes that were tan and had three fingers on both hands plus his thumbs. His arms were partly black at the top beneath his rock like extensions. A pair of black shorts was the only clothing he was wearing._

 _"Gravattack can do the job." The planetoid alien declared before raising his hands and using his gravity powers to affect the entire construct. Reversing the natural flow of gravity he began to hear the sounds of ground tearing and metal bending as the large crystal began to rise up. He continued to slow increase the gravitational pull till they were moving as if on an elevator to the surface._

 _Once he felt no resistance in their ascend he stopped their rising._

 _"Uhhh."_

 _The planetoid turned to see his partner stirring awake. He made his way over to her. "Hey are you feeling ok partner?"_

 _Spider-Woman muttered incoherently, rubbing her eyes as her vision started to clear up after that horrible ordeal. She looked up and saw a large blurry faced figure coming into focus. "Dahhh!" she yelled while extending a punch._

 _"Owww!" Gravattack yelped as he stepped back from having his partner punch him where his nose would've been if he had one. "What the heck was that for!?" he yelled in displeasure. The punch having stunned him more than actually hurt._

 _Behind her mask Spider-Woman blinked as her vision returned to normal and she saw a large round headed creature made of rock before her. "Ben? Is that you?" she questioned._

 _"Of course it's me!" He declared indignantly. "Why'd you punch me in the face for!?" he demanded._

 _Realizing her actions Spider-Woman got an apologetic look. "Oh man I'm sorry." She apologized sincerely. "It's just that my vision was blurry and when I saw you I thought you were Modok for a second. Can you blame me due to your large head, big mouth and unfamiliar appearance?"_

 _"You know… I find your words more hurtful than your fist right now."Gravattack muttered with his shoulders slumped at being compared to the ugly headed villain's appearance. Gravattack was way better looking than that guy… wasn't he?_

 _"Where are we?" Spider-Woman questioned as he extended her hand for him to help her up which he did._

 _Gravattack transformed back into Diamondhead. "Heading to sweet freedom that's where we're going." He said while raising his hand and opening a door in the wall to the outside._

 _Flashback end_

* * *

"And that's pretty much what happened." Diamondhead finished retelling the events of their escape.

Coulson and Spider-Woman both blinked at hearing the story.

"So let me get this straight." Coulson began. "You ran to the second floor, scooped up some AIM members, ran back down to the first floor with them then back up to the second floor for the rest before returning back down to the first floor and gathering the rest where you then piled them together and proceeded to create a safe shelter to protect everyone from the explosion… and you did all that in less than 15 seconds before the whole place went to kingdom come?"

"Pretty awesome am I right?" Diamondhead grinned.

"If you ask me I think you should've thought of that sooner." Coulson said which made the Petrosapien give him a look as he dropped his grin at that remark.

"Oh can it Coulson, if you ask me he did a good job under pressure." Spider-Woman countered raising the alien hero's spirit as he turned to her. "Thanks for the save Ben." she thanked him.

"No problem that's what partners are for, watching each other's backs." His grin returned happy at her appreciation. "You would've done the same thing for me… right?" he asked.

"Of course, after all we can't have our newest recruit ending up six feet under on his first mission. Especially when said person is my partner, that would've put a stain on my performance record." The arachnid hero said earning a look from her partner.

"Wow I feel so supported." Diamondhead muttered sarcastically before returning to human form and turning his attention back to Coulson. "So what now?"

"Now we take those AIM guys to a special prison, we get you back to the Helicarrier for you to turn in your report and we'll leave these men here to do their job." Coulson listed off.

Ben simply nodded before he and his partner made their return to his car to fly back.

* * *

Fury pinched the bridge of his nose as before looking at the returned team. "Tell me Ben exactly what part of not blowing up the base did you not understand?" Fury questioned the alien hero with a slightly annoyed tone.

"Oh come on I already had this talk with Coulson!" Ben said with annoyance at him also thinking he went AWOL.

"Then explain why the base was blown to kingdom come when I specifically told you not to do that?" Fury asked with little patience.

Ben growled at having to repeat his story while his partner was lying against the wall looking amused at what was occurring before her eyes. The alien wielder proceeded to retell the story yet again. When he was done Fury stroked his chin in thought at the report.

"So our intel was wrong and Modok was at the base I sent you to." Fury said to himself before turning to Coulson who was also in the room. "Get in contact with our informants and tell them they were wrong and make sure they don't repeat this kind of mistake ever again."

"Yes sir." Coulson nodded before leaving the room to do just that. Once he left Fury turned back to Ben.

"So you defeated your partner and Modok." Fury stated matter-of-factly.

"Subdued my partner and Modok withdrew from the fight before I could take him down." Ben corrected his accomplishments not wanting any misinterpretation on what occurred.

"Right and while he retreated the base was sealed and set to self-destruct with you two still inside?" Fury repeated.

"That's right." Ben nodded.

"Well considering you and your partner came out alive and you managed to capture two dozen members of AIM I'd say you succeeded in your mission despite the fact the base was destroyed and we didn't get any information on their operation." Fury said with the good and bad.

"Well actually that's not exactly true." Ben said earning a raised eyebrow from the Director. "When I turned into my form called Upgrade and interfaced with the computer system to try and shut down the auto destruct, I came across a piece of information. It was about some project they were working on involving large robots they were planning to sell off. I didn't get any blue prints but I did manage to learn about the coordinates of another base they were in contact with."

"Not bad." Fury gave his first complement since his return. "You managed to salvage something out of that mess."

"Well I am an experienced hero you know." Ben boasted before pulling out a note from his pocket. "Here are the coordinates to their other base." He said offering it to Fury who took it and read the GPS numbers before nodding without another word. "So can I go fill out the paperwork now?"

Fury looked up at him. "Very well then you're dismissed."

"Good and maybe when I finish that blasted paperwork I can go check on my car." He said before turning and walking out the door. _"Plus I gotta find a new place to store my bike."_ He thought the last part to himself.

Once Ben left Fury turned to agent Drew. "So what did you think of him?" he asked the main question.

The arachnid hero glanced at the door her partner exited with a small smirk. "He's amusing that's for sure. He seems to enjoy taunting his opponents though but got serious once the situation called for it." She then got a more puzzled look. "One interesting thing however is that Modok tried taking control of his mind but it failed for some reason."

Fury blinked with his good eye at hearing that. "Resistant or immune?"

"Definitely immune, it didn't even look like he felt the attempt on his mind." Spider-Woman cleared up, a little envious she didn't share the same immunity.

"Are you feeling alright by the way? I know mind control can't be a pleasant experience to go through." Fury asked trying to show some empathy for his loyal agent.

Spider-Woman lost her smirk as she sighed feeling tired just remembering the event. "I'm okay." She said while appreciating his attempt at concern. "Once I get a little sleep I'll hopefully put this whole thing behind me."

"Alright then go get some rest." Fury dismissed her to her quarters as she nodded and left wanting to take a nice shower.

* * *

Ben left the office after finally finishing that lousy paperwork. He hated paperwork, always had since those days long ago when he was in school to the first day he had to fill them after his first cooperative mission with government branches. Working with their operatives was sometimes a bother due to their lack of alien combat training and handling but it was the paperwork that he really despised. The only comfort he took was that there wasn't as much to fill out in Shield. Nevertheless it was still a pain he would be dealing with from now on due to joining them.

"I so need a smoothie." Ben muttered feeling like a bit tired after his first mission. It was too bad the mess deck didn't serve smoothies. That was something he would have to fix one day. He made his way over to the flight deck wanting to work on his car. As he made his way there he spotted Coulson down the hall heading in the other way. "Hey Coulson."

The older agent turned after being called as he saw Ben walking his way. "Done with the paperwork already?"

"Thankfully yes I am and may I just say how tedious it is." Ben remarked showing his dislike of it.

"Yeah I know the red tape tends to drive people nuts sometimes but that's how process is done." Coulson replied with some amusement at his already dislike of paperwork.

"Yeah whatever." Ben said before deciding to change the subject. "So how's your car?"

In that instant Coulson lost his smile. "Why must you continue to bring that up?" he questioned back already disliking this conversation for it.

Ben waved his hands dismissively. "No man I don't mean it like that I'm just wondering if you've started fixing her up yet?" he elaborated his question.

Coulson stared at Ben for a moment wondering if he should even answer that before figuring there was no real harm. "Not yet the new parts have arrived but the repairs haven't started yet." He revealed.

"How about I help then?" Ben offered earning a raised eyebrow from the older agent. "I happen to have alien forms that can help with repairs. With your permission I could have your car fixed in no time at all."

"Yeah I'm not sure about letting someone I barely know touching Lola." Coulson deadpanned.

"Look man you can continue to wallow in depression due to your precious baby being hospitalized from service…" Ben started before continuing. "Or you can let me help and get her fit for action again before you know it and you won't have to endure further self-torment at seeing her look like a crushed wreck. It's your choice." Ben gave him his choices.

Coulson said nothing as he thought about it. On the one hand this is the same guy who accidentally trashed his car in the first place. On the other hand he had been getting some unwanted teasing from the more free spirited agents about having lost in a car chase and getting his car wrecked in the process. He cursed Spider-Woman for her big mouth but also Ben for telling May about it. Once she found out she had also gotten her share of fun bringing it up on him. Then there was Hawkeye who had made a snide remark saying his driving skills had seemed to have gotten rusty. It's practically become one of those jokes that never got old apparently. Maybe if his car was fixed it would be a first step to getting over this. It would certainly make him feel better at least. Plus maybe he could enjoyment giving Ben orders at the same time.

"Fine." Coulson relented after thinking it over before raising a finger in a one count. "On one condition and that is for it to be restored to exactly and I do mean exactly the way she was before the wreck you understand?"

"I can do that." Ben easily accepted off his terms.

"Alright then follow me." Coulson lead the hero to the place where his car was kept.

When they arrived Ben quickly spotted the wrecked vehicle along with some manufactured parts on the corners.

"So you're still keeping it hiding from sight inside this plane huh?" Ben stated matter of fact.

"Out of sight out of mind thought lately that hasn't been working." Coulson quipped.

"Well then stand back and watch the magic happen thanks to my good friend..." Ben trailed off before he transformed in a green flash into a new alien.

He was now in the form of a small red alien who closely resembled an imp, gremlin or devil. He had a slightly long nose, fangs sticking out from his upper lip, spiky ears and a tail with a spear shaped tip. He had a slim but muscular body with three toes on both feet and wore a black uniform along with an ascot and an aviator's hat and goggles.

"Juryrigg!" The alien called out in a high pitched voice.

Coulson raised an eyebrow at the new small sized alien. The guy didn't even reach his abdomen and looked like a troublemaker just from looks alone. "This is your expert mechanic? Not really what I was expecting, I thought he'd be someone taller." He quipped about the aliens appearance.

"Oh you wanna talk about height do you ya!" Juryrigg shot back poking at the man's knee. "Well I'll have you know that I'm more than a mechanic! I'm a certified repairer, builder and my personal favorite… DEMOLISHER!" The alien shouted out before he literally jumped into the wrecked vehicle.

The red alien then proceeded to literally tear off the left front door from its hinges. The action caused Coulson's eyes to widen in alarm and actual panic.

"BEN!" Coulson yelled out in dismay at what he was seeing as the gremlin like alien proceeded to tear, rip, unplug, disconnect, separate and break his car into pieces.

"Not to worry I know exactly what I'm doing! Juryrigg disassemble!" The alien proclaimed as he tore out the cracked windshield and threw it across the room shattering it to dozens of pieces all while continuing to cackle almost insanely.

 _"What kind of horrible decision did I just agree to?"_ Coulson thought to himself in dread as he couldn't look away from the horrible sight as the little devil continued to dismantle his previous car until he finally stopped and the only thing left was the engine block, tire frames connected together by the axels, the muffler, front mount and the exhaust.

"Hehehehehe disassembling done!" Juryrigg cheered in a fiendish like chuckle while rubbing his hands together. "Now me FIX FIX FIX FIX FIX FIX!" he yelled out as he lunged at the new parts and quickly started reconstructing the skeletal remains of the vehicle. He moved like a crazy blur from a cartoon as he connected, attached, integrated and plugged in everything in its place. He even used some of the parts he had torn off to make new ones all while blurring around the vehicle so fast it looked like it had rings around it. This also hid it from view.

Coulson blinked at what he could only describe as a scene from loony tunes.

Seconds later Juryrigg jumped away from the vehicle before gesturing to it. "TADA!" he said dramatically revealing Coulson's car once more.

The wrecked vehicle was no more as it was now back in its prime condition. Not only that but it's entire surface was smoothed out and even shinning like if it just came out of a car wash and waxing. Heck it looked even better than when Coulson first got it all those years ago.

"So what do you think huh huh huh!?" Juryrigg asked still hyper like.

The older agent said nothing at first as he stared with eyes wide at his car before slowly walking towards it. He kneeled down and looked at the smooth shiny surface of the hood. Temptation to run his fingers through it circulated in his mind but he held back. He opened the door and sat on the driver seat placing his hands on the steering wheel.

Juryrigg turned back to human form as Ben looked at him in perplexion. "Ummm Coulson you ok man?"

Coulson didn't answer him still as he turned to the seat behind him and actually sniffed the polyester which the alien gremlin found a bit weird of the man.

"Uhhh should I leave you alone for a minute or…?" He started but never got to finish.

"It's perfect." Coulson suddenly spoke out catching Ben's attention as he looked up at him. "At least in appearance." He then added with a smirk before taking out his keys. "Now let's see if she works as well as she looks."

He slid the key inside and turned it as the engine roared to life with a vengeance. "Ok I like it so far." Coulson admitted.

"Wanna take it out for a test drive to see if she handles like before?" Ben asked with a smirk.

"You read my mind." The older agent said before he hit a switch to open the plane's cargo hatch.

"I've got a bonus idea in mind also." Ben said with a grin as Coulson looked at him in confusion at what he meant.

* * *

 **That afternoon in an abandoned factory**

"No weapons." Coulson said from his car as he gripped the wheel.

"No bumping of any kind." Ben added from his own car.

"No taking shortcuts." Coulson also added.

"No flying." Ben added again.

"No boosters of any kind." Coulson added lastly.

"And one lap only around the place." Ben finished the terms.

"Done deal." Coulson agreed as the two of them started their engines.

After Coulson agreed wanting to take his car out for a test drive, Ben had suggested a place he could do that. However he also said he would bring his car along also. The two flew their cars where Ben led him to an abandoned industrial complex at the edge of the city. The place having been shut down for years now, this made it the perfect isolated place for the field test. When they arrived Ben had proposed a friendly competition which Coulson accepted. The man was clearly eager for a rematch after the last car chase. Now the two just finished setting up the rules after choosing the track course path around the complex. As an added measure Ben had set up a camera above the starting line which would also be the finish line just in case they needed a way to determine the winner from a close race.

"Ready." Ben started as he lightly stepped on the pedal making his engine roar.

"Set." Coulson said next while doing the same thing.

"GO!" Both shouted as they shifted their gears to drive and hit the gas pedals.

Both cars tires screeched against the ground as they dashed forward on the track.

The racers drove through the selected course with determination. Ben's car got the lead during the takeoff with Coulson right behind him. The older agent tried to go by his left side but Ben veered his car to block his access. He saw the alien wielder turn to look at him for a moment and smirk. He immediately got the silent message, it wasn't going to be that easy to pull one over him.

"Try to make it interesting for me Coulson!" Ben yelled out for him to hear before his speed increased a bit and pulled ahead to maintain his lead.

"Don't declare yourself victorious before it's even over." Coulson shot back but his went unheard. Nevertheless he speed up to catch up with his opponent.

The two came upon the first turn as they both gave a hard left turn. The two cars scrapped against the ground in their angular tire change as they veered to the side. Ben managed to stay close the walls corner to keep his lead while Coulson was forced to be for a more deeper turn making him fall behind a bit more.

With nothing but a mostly straight path now until the next turn Coulson went to try and get beside his opponents car to pass him. But just like before Ben veered to block his access and when Coulson went for the other side he was blocked again. This was getting annoying to him.

 _"I need to find a way to make an opening."_ Coulson pondered as the two cars continued their pace and were getting closer to the second turning point.

That's when an idea came to the red driver.

 _"This might work."_ Coulson said with a newly determined grin as he once again went to try and go for the left side to get beside but like before the black and green vehicle moved to block him again.

"Not good enough Coulson." Ben said to himself as he looked at him in his wing mirror to see the red car quickly turn right to go for his other side. He quickly turned his wheel the same direction to block him but then saw Coulson immediately change to the left again in mid turn.

"Gotcha!" Coulson declared.

"What the!?" Ben turned the wheel in the opposite direction to try and block him but then quickly realized it was too late as Coulson had accelerated and his car was now beside his back door putting him too close for him to block to him now and due to the rules of no bumping he was forced to move to the right again to avoid hitting him now as he slowly speed up till he was right beside him and then turned to look his way.

"How quickly things change wouldn't you agree?" Coulson said before giving him a mocking salute in the process that made Ben growl at his taunt.

The two reached the second turn point and delivered another hard left to their wheels as the cars screeched in the progress. This time however Coulson managed to get further ahead and claim the lead with Ben now behind his bumper.

"Ok I'll give you some credit for taking the lead from me." Ben said before shifting gears "But don't expect me to just let you win this race that easily." He then hit the gas a bit harder.

The two cars continued the race with Coulson now maintaining the lead with Ben trying to reclaim his lost lead.

The role was reversed with Ben now being the one behind trying to get ahead. However Coulson wasn't making it easy as he kept obstructing any attempt he made to get by him. Even when Ben tried the same tactic Coulson pulled on him it didn't work because he reacted faster than he did. Clearly it showed the older agent had more experience behind the wheel than he did. It certainly didn't help that he tended to use his alien forms for long distance travel. But even if he was less experienced he was by no means an amateur driver and he was going to prove that one way or another.

Ben came up with a plan and waited until they finally came upon the third turn before he made his move. He moved his car deeper to the outside and as soon as Coulson made his left turn Ben did the same thing. However as soon as his car started turning left he quickly turned the tires in the opposite direction causing his car to look like it was sliding on the ground as the rear moved in a flawless 90 degree angle that completed the turn without losing speed or control as he sped right beside the slower Corvette and then ahead of it. The Omnitrix wielder had reclaimed the lead.

"I don't believe this… he went right to go left?" Coulson questioned the absurd maneuver he just saw.

"Didn't expect that one did you Coulson!?" Ben called out behind him with a laugh at his stunned expression, priceless!

With the roles reversed one again Coulson was now in the rear trying to get back in the game. Once again the two racers continued their one on one duel as they left dust trails in their wake. Ben continued holding the lead with Coulson struggling to try taking over again.

 _"I'm running out of time and track."_ Coulson pondered as there was only one final turn before it was a straight shot to the finish line. He needed to get beside him to at least stand a chance.

But try as he might he couldn't figure out a way to overtake him.

When the fourth and final turn came up both racers had now nothing but a straight road ahead of them to the finish line and Ben had maintained his lead. It looked like victory was just about his for the taking.

"I so got this." Ben said to himself in delight. That is until his car sounded a warning and he looked to the view screen wondering what was up. The screen showed a cream colored American shorthair kitten sniffing the ground ahead of them with the words **life form ahead** flashing in red.

"ANIMAL PEDESTRIAN!" Ben shouted out the loudest he's ever yelled at the car behind him right before he quickly turned to the right side to avoid harming the poor animal.

Thankfully Coulson heard him and knowing Ben wouldn't lie to him about something like that he also veered right changing lanes as both cars passed beside the small animal who got startled by the loud vehicles and ran away.

"Pheeeeew thank god." Ben sighed in relief at having avoided harming the small animal. He then looked up to the sky with anger. "That's not cool universe! If you wanted to punish me for jinxing myself then you could've just had one of my tires blow up or something!" But almost making me harm an innocent animal you've taken it too far this time!" he cursed the cosmic karma for its actions.

Ben was so busy aggravating his anger that he didn't notice Coulson coming up beside him till it was too late.

'Thanks for the heads up Ben." Coulson said in gratitude for helping him avoid making road kill. "But the race is still on and I'm in it to win it."

With that he speed up his Corvette as the finish line was just up ahead. Ben got his head together and put himself back into focus as he speed up as well. The two cars were now side by side and going neck to neck as they accelerated towards the goal. Both vehicles reaching their max speed.

"Hey Coulson!" Ben called over making the older agent turned to look at him. "It's been fun but it's about time we ended this game!" he said right before flooring the gas as he speed up even faster.

"No you don't." Coulson said before also flooring it as his car speed up to maximum speed.

Both cars pushed themselves to max speed and hit their limits right before they blurred over the finish line and then they started to hit the brakes to slow down at a steady pace. Eventually they slowed down enough to make U-turns as they drove back to the finish line and exited their cars.

"Well I'm just going to come out and say I got no idea who won." Coulson admitted.

"Luckily I planned for this very thing." Ben said before looking up at the camera that was hanging looking straight down at them. In a green flash he then transformed into Jetray and flew up to bring down the camera for viewing. Once he was back on the ground he returned to human form and played back the footage to see the outcome. Coulson was looking over his shoulder to see the video.

"Ok rewinding the video to just before we came into view and playing in slow motion, let's see the result." Ben said before playing the footage as it slowly showed the events.

The two waited a few seconds before they saw the hood of their cars coming into view and heading for the finish line. It looked like it was going to be a tie but then just a few feet from the marked line Ben's car managed to pull ahead by just less than 2 inches right before both cars crossed the line.

"YES!" Ben cheered as he jumped in the air in rejoice with the camera still in hand. "I won hahaha!" he then turned to Coulson and pointed at him with both index fingers. "I owned you! AGAIN! Whooowhooo!" he continued to cheer.

Coulson meanwhile just stared at him wondering when he was going to stop boasting. Ben seemed to finally get the message as he calmed down but still had a triumphant smile on his face as he offered his hand.

"Sorry about my reaction I tend to go overboard sometimes in the excitement." Ben apologized for his behavior not wanting to seem like a sore winner. "But anyway good race." He offered his free hand.

Coulson shook it after a moment with his own smile on his face. "Indeed it was and a close one at that."

"Yeah it was." Ben admitted. "So how did you find your car? Did she perform as good as you remember?" he asked.

"Actually no she didn't." Counsol admitted as he lost his smile and causing Ben to suddenly look surprised and upset.

"Oh." Ben simply said wondering what he did wrong in the rebuild as Juryrigg.

"She's actually better than before." Coulson restated earning a startled look from Ben which quickly turned into realization when he saw the man's smirk.

"Uhhh you…" Ben began with an accusing look for messing with him. "You know ordinarily I'd say I'm gonna get you back for that but considering my ride just smoked you again I'd say I got the better last laugh."

"I'm fine with that." Coulson said before walking back to his car to leave.

"I'm sure May will love to hear about this also." Ben added and smirked when he saw the man get frozen stiff in his step as he turned to look at him again. "From what I hear she likes hearing stories about you and I can bet this one will really please her. She might even let out a laugh for once."

"No you won't. As someone with higher clearance I'm ordering you to not speak of this to anyone." Coulson ordered while internally dreading the idea of May learning about this. Out of everyone in Shield, May was the one who knew him best next to Fury. Everyone thought she was a strict woman like Maria Hill but he knew better. She might seem emotionless but deep down she had her own sense of humor and enjoyed holding something over another's head. She already teased him about the car chase and the last thing he wanted was for her to hear about this race which he lost.

"Yeah sorry Coulson but I respectfully decline your order as due to the first amendment I'm allowed to speak freely about anything I wish. So long as it doesn't go against Shield's policy of keeping sensitive information from the public which this doesn't fall under the category." Ben said almost sagely.

"Come on Ben don't tell her." Coulson requested though Ben could see that it almost sounded like he was pleading.

"Well I'm sure I'd be willing to keep this our little secret if…" Ben purposely trailed off for suspense.

"If what?" Coulson asked and internally dreaded what the answer might be.

"If you do me a favor." Ben finished.

"What favor?" Coulson asked not looking forward to it.

"Nothing." Ben answered.

Coulson blinked at the answer. "Nothing?" he repeated.

"Well nothing right now." Ben specified. "Think of it as an IOU for me to collect sometime in the future when I ask."

"As long as it's within reason and isn't something ridiculous." Coulson said putting his foot down.

"Yeah sure no problem, I won't make it something degrading." Ben assured before heading for his car. "So shall we get out of here then?"

The older agent silently nodded while getting in his own car. The two turned on their vehicles before pulling around to head for the exit but Ben's car was facing another direction.

"I'll catch up with you later. I got something to do first alright?" Ben told the older man just to inform him he wasn't returning right away.

"Fine then I'll see you back at the Helicarrier." Coulson answered before he drove out of the abandoned complex and set his car to flight mode to head back.

"Now to take care of my business." Ben said while driving along another direction.

* * *

 **An Hour And a Halve Later**

"Here it is." Ben said while putting a cardboard box on a desk.

The female receptionist looked inside to see an adorable little cream colored kitten standing on two legs while looking up at her and meowing looking as if he wanted out. "Ahhh what a cute little guy." The woman gushed at the little kitten.

"Yeah I know isn't he?" Ben smiled at her happy expression before wagging his finger inside the box as the little kitten saw it and followed its movements moving his small head in circular motions.

"Where did you find him?" The woman asked.

"In an abandoned complex, the little guy almost had the misfortune of being road kill. Thankfully that didn't happen and I managed to find and catch him after he ran away." He said while not mention he was the one who almost ran him over.

After his race with Coulson he had gone back to the spot where he saw the kitten and used Wildmutt to track him down. It took him only a few short minutes to find the little fellow hiding inside a shaded corner. Catching him was even easier when he used Gutrot to gently make the kitten take a nap thanks to a little knock out gas. Once that was done he gentle grabbed a hold of him and brought him into his car. He then used his onboard computer to locate animal rescue shelters where he could leave the poor thing to get some medical care and treatment. He found a few but did background checks for the most reliable one as he didn't want to leave the innocent animal in a place that wasn't trustworthy.

That's when he found the perfect place to drop him off which is where he was now.

"You're a lucky little fella then aren't you?" The women cooed at the cat as she rubbed its ears tenderly. The little kitten's ears twitched and it's eyes closed in enjoyment.

"So can I count that you'll take good care of him then?" Ben asked for assurance.

The woman looked up at him. "Of course we will and once he gets the medical clear I'm sure we'll find him a loving forever home."

"Good cause I didn't rescue him just so he could be miserable." Ben said a little sternly before he also rubbed the kittens head as it closed its eyes seemingly liking it.

"That's why our organization is called Hope for Paws, because we give animals hope for a better future that they deserve." She said before handing him a business card. "If you ever find another stray that needs help give us a call."

Ben took the business card and stored it in his wallet. "Will do though let's hope it's not anytime soon I'd hate to see another poor animal in need of help which would show just how many there are in the world." He said a little dejectedly.

"We try our best to save as many as we can." The woman offered as she took the kitten out of the box and into her hands. It meowed a bit in protest due to not being used to having himself held by others.

"Well guess I'll be going now. Be good little guy and try to stay away from public roads in the future." Ben advised the little cat who only meowed at him though he doubted he understood what he said. It's a shame that none of his aliens could speak the language of earth's animals. Then again the little guy would've probably been freaked out if he had seen Rath trying to communicate with him.

"He's a little tribute to your cause." He said before leaving her a 50 dollar bill as a donation before walking out the door.

"Bye and thanks for your contribution." The woman called out in gratitude while waving goodbye.

* * *

 **Same Time Back At The Helicarrier**

"No." Fury said sternly.

"Director Fury this is a matter of the world's security. From what you've told us this man may possess more power than the earth's entire mutant population." A shadowed figure said on a display screen beside three others who were shadowed.

"And I'm keeping a close eye on him. After our questioning, performance test, recruitment into Shield and Agent Drew's assignment as his partner and evaluator we've been monitoring him and so far I can say that he isn't a threat to us which is why I will not make any attempts to try and replicate his technology." Fury made it clear his refusal to act. "We already collected hair and skin samples for analysis which turned up as normal as anyone without powers so there's nothing to be gained from it."

"You've said the technology is unlike anything Shield has ever seen before. You even said that it might be even more advanced than Wakandas own technological achievements. Can you not imagine what that level of technology could do for your organization and the world?" Another man of the shadowed group said.

"I can imagine plenty but I can also imagine how Ben will react if we betray the small amount of trust he's given us so far by trying to steal his secrets." Fury shot back at the council.

"So your plan is to just maintain surveillance on him and leave him be? That's not good enough Fury." The only woman of the group said.

"Well for now it is to me. He's giving me no reason to suspect him of having an ulterior motive so far and as I was told by others I do not intend to do something that makes him see us as an enemy. Especially when it would result in him leaving Shield and going off on his own to do who knows what." Fury said while recalling the Sorcerer Supremes words.

"You might trust him but we don't." The third man of the group said.

"I never said I trusted him either." Fury corrected earning silence from them so he decided to continue. "As you know ever since Tony Stark shut down the weapons manufacturing department of his company there's been a decline in Shields supply of weaponry. Naturally our scientists have been doing their best to create new weaponry for us but they're not as good as what Stark could make. Shield needed something else, something that can take on the super powered individuals off the world." He let it hang.

"And you believe Ben is your best bet?" The woman asked.

"Ben is a valuable asset to Shield, perhaps the most valuable asset we've ever gained. He's only just started to serve our cause and yet he's already begun to prove his worth with the defeat of Modok, the capture of their members and the information he managed to acquire for us." Fury spoke up for the rookie agent. "You know we've been lacking super powered individuals in Shield with Agent Drew having been the last one to join us. However now we've gained an irreplaceable addition and I'm not going to do something to lose him. So you can get someone else to try and steal secrets from him because I'll have no part of it."

The council members said nothing for a moment before they broke the silence.

"Very well then Director." The guy who first spoke said.

"You may keep things as they are for now but if your asset ever proves to be more trouble than he's worth then we expect you to deal with it accordingly." The woman said.

"And we'll expect frequent status reports on him to keep us informed on his progress." The second guy said.

With that all four screens went dark as they left the private chat.

"As always talking with the four of you is anything but a pleasure." Fury muttered before he left the secured room.

* * *

Time had passed and it was now passed 8pm as the skies had darkened.

Ben however wasn't prepared to call it a night just yet as he stood in a line waiting for his turn. He came here for one purpose and he wasn't leaving till he accomplished it. Minutes passed before he was finally next in line as he walked forward towards a counter.

"Welcome how may I help you?" A cute cashier with black hair who looked a few years younger than him asked.

"Yes I'd like to order one deluxe chili burger with two orders of chili cheese fries and a sprite on the side." Ben quickly said with anxiousness.

The cashier typed his order before the total was displayed. "That'll be 14.69 please." The woman stated as Ben gave her a 20 dollar bill. She took it before giving him the appropriate change.

Ben waited a few minutes before his meal was ready and he was called. He eagerly took the tray with his food and went to a nearby table to enjoy engorge himself. His mouth almost watering at the delicious sight of the chili dripping from the fries while his burger oozed chili when he clenched it in his hands a bit to take the first bite.

"Oh how I've missed you my old friends." Ben whispered to the food before taking his first big bite of his burger. The taste was enriching to him and worth savoring with every chew. "Ohhh yeah that's the stuff." He muffled with his mouth full enjoying the food before swallowing.

"Now this is how I life my life." Ben said before he proceeded to eat more.

He couldn't wait to see what tomorrow brought.

* * *

 **Somewhere in the Universe**

A large creature flew across space at near light speed. The creature was a gigantic whale like alien with red blubber flesh and small yellow eyes. It had multiple fins like extensions with one on the back on the other on its underbelly and two on its sides giving it a more fish like appearance. It had two flippers for arms, a large mouth that looked like it could swallow a mansion and a tail that ended with two more fins. Despite its large appearance the creature had a calm and tranquil look to it as its expression looked devoid on aggression. Within this creatures mouth however was a far more menacing threat.

"Keep your current course and we'll reach the planet soon." Vilgax ordered the creature from a small station room inside.

After finding this creature and learning about its use he commandeered one of them to transport him off that planet. Of course that was after he also destroyed the body of their deceased leader called the Prophet-Singer. Apparently these creatures couldn't chose a new alpha to follow until their formers leaders body was completely gone and its soul freed. The Chimera Sui Generis didn't really care about that but he did care that by doing this he had effectively removed all transport from the Broods home planet leaving them stranded there until other ships arrived. He didn't want those nuisances to chase after him and wasting his time anymore.

Naturally his actions should've also made the Acanti he was traveling in free from anyone's control but the warlord subjugated it. It took a little time but he figured out how to bend the creature to his will just as he did the Null Voids guardians. Now he was on his way to another planet to continue his plans.

His mind momentarily recalling the figure he met on the Broods planet. Who he had met had indeed been a surprise and what the two had spoken about was even more stunning. He recalled the last words he heard before they went their separate ways. The corner of his mouth went upward as he looked forward to what awaited him.

"The countdown to your demise has begun Tennyson and the next time we meet only one of us will walk away." Vilgax said out loud as he looked to the viewing screen and saw a planet in sight.

Now to begin planning the first phase.

* * *

 **That's it for this chapter.**

 **I also dedicate the kitten rescue to the wonderful people of Hope For Paws. I watch all their videos and I'm always touched by the kindheartedness they show to poor animals. If I didn't have a pet already I would wish to adopt one of those beautiful rescued animals. So to Hope For Paws I also congratulate them on their 11th anniversary which was on Jun 11 and hope they continue their heartfelt work for many more years to come. (Ironic their 11th anniversary is on the 11th of Jun this year)**

 **Now then as I promised, the time limit for the poll has now closed and we have a winner. It was close at first with first place changing between 2 of the women BUT we now have a decisive winner. The woman who will be paired with Ben is… ROGUE!**

 **That's right the untouchable, southern beauty of the X-Men is the winner. So to those who voted for her REJOICE for just like my people who got the Governor to resign you have made your choice become a reality. Now as for how, where and when they'll meet I haven't got that figured out quite yet. That's not scheduled to happen until much later in the future. So until then I'm free to add different ideas to it.**

 **However if you guys have any ideas you'd like to offer about Rogue then go ahead and speak. Don't be afraid to mention your thoughts. I'm open to hearing just about anything so long as it's reasonable and not something unrealistic or ridiculous. But it's not just Rogue, I'm also willing to hear ANY ideas you might have for how Ben could meet a new hero or villain, a mission he could go on or etc.**

 **Don't be shy with your creativity.**

 **Lastly I'm afraid there's some small bad news. My next chapter won't be out until October most likely since I'm going on vacation for 2 weeks and won't have time to write. This marks my first delay due to real life occurrence. So I hope you don't mind the extra wait cause there's nothing I can do about it.**


	9. Shield's New Dread

**I'M BACK! After my vacation to Europe I have finally returned. Man those long hour flights and multiple plane rides really wear you out let me tell you. I mean really spending more than 8 hours in the sky really gets to you. Plus the fact they don't have decent food is always a bother. But the fact they had TV and games on board made it tolerable.**

 **The vacation helped relieve me of some stress and clear my mind. Now I got some writer's block out of the way and can resume. Though I will admit I was kind of distracted with video games, anime and TV shows. But I finished seeing what I wanted and sat back down to write.**

 **I'm also happy to have learned that Marvel and Sony have finally settled their dispute and come to an agreement that'll keep Spider-Man in the MCU. While the idea of Spider-man going solo in the universe is interested I can't deny that I enjoy seeing him with the other heroes even more. The times he spoke with Iron man were great and I would love to see him bond with some of the others as well. Plus he is such an iconic hero so how can you not keep him as part of the Avengers for future battles. Phase 4 is looking to be the most promising phase yet with all the new movies and even new TV series coming out for the next 2 years. It is only a shame that this also marks the beginning of a new Marvel era without Stan Lee to be seen. Although hopefully they manage to find someone who could perhaps take his place in cameos so they can keep honoring him in every movie. If not then I will miss those subtle appearances he made to bring smiles to our faces. Long live the man, king and legendary figure of Marvel.  
**

 **Today's chapter will be different from the others for one obvious reason of what it focuses on.**

 **Also on another note I'm still waiting for you readers to offer up any ideas you may have for my fic. How Ben could meet a specific character, how he could confront a certain villain or anything that could be comical or interesting to see happen. So don't be afraid to speak out and mention it in your reviews. I'm willing to listen to my readers.  
**

 **Now that I've said what I needed lets continue the story. Today's chapter is… well you'll see.  
**

* * *

 **Chapter 9: Shield's New Dread**

"Keep firing!" A hydra soldier shouted as he and over two dozen others were firing upon a closing target.

It had happened less than 15 minutes ago. An alarm alerted them to the presence of an intruder who had breached their perimeter and was approaching their mountain base. Their men guarding the distant fence had called in reporting they were under attack by an unknown creature. The sound of projectiles firing was heard in the background before the call went dead. After that they went to red alert and deployed their troops to retaliate against the intruder. Their forces consisted of men with blasters and some of them inside special robotic suits.

The mechanical suits were green colored and shaped like large golems with 4 barreled rocket launchers for hands, red armored plates for shoulder pads that had lasers attached to them, round and flat circular heads with a thin red rectangular visor on its face. Its legs were bulky with two long toes on each foot and on their back were what looked like rocket exhaust ports for when they fly.

The first response team had gone ahead to deal with the threat but given the fact their enemy had made it to the front gate of the base it was clear they had failed. That led to their current situation as they were bombarding him with constant ammunition. A large cloud of fire and smoke obscured their sight before he saw enough.

"Seize fire!" The commanding trooper ordered as the men halted their assault.

The ground in front of them was covered in fire, smoke, scorched earth and multiple small craters.

"Anybody got eyes on target?" The commanding trooper asked.

One of the golem suits scanned inside the smoke as his radar picked up a life sign still inside. "I'm picking up signs of life still inside." The pilot broadcasted for the others to hear making their rear their weapons again as they prepared to resume.

The smoke finally cleared to reveal a peculiar site. Before their target had been a creature made out of purple rocks but now there was some kind of yellow sphere with black lining within a crater in place of where the enemy stood. It almost looked like it was made of some type of metal.

"What is that?" A random trooper asked out loud.

"Whatever it is the target has taken shelter inside it." The commander said.

"Scans are showing a negative on analysis, whatever it is it's not technological." The golem drone answered.

Before the Hydra agents could enact their next move however the sphere suddenly spin like a tire from a racing sports car that had just been floored. The sphere quickly rolled forward towards the Hydra agents.

"Look out! Take co-ahhh!" One agent said right before he was literally run over. His body was now squished into the ground making an imprint like a footprint in sand.

"Eliminate the target!" The commanding trooper said while they all opened fire.

Their efforts were to no avail as Cannonbolt literally plowed right through their firepower without slowing down. The spherical alien then proceeded to smash through their barricades and ram himself into one of the golem drones. The collision severely dented the mechanical suit and sent it crashing on its back before Cannonbolt came to a stop and uncurled himself to reveal his form. However that didn't last long before another green flash changed his appearance yet again.

He was now a ten foot tall humanoid orange tiger with black stripes. He had a muscular frame, was wearing black cargo pants with a dark green sleeveless vest with a lighter green collar and matching black combat boots. A large black claw was sticking out of the back of both of his hands. The sight of which reminded them of a certain clawed mutant they dreadfully had crossed paths with before.

"Gahhh!" The tiger alien let out a vicious roar before jumping on top of the downed drone and gripping it's dented chest plates. "Let me tell ya something hydra agent hiding inside the overgrown tin can! Rath is about to bust your toys guts wide open and bring a world of pain to you!" Rath declared angrily before being true to his word as he ripped open the robotic suits chest and pulled out the screaming pilot by the collar.

Before the alien could deliver a beat down to the pilot however he felt a few hits on his back as he turned to see the others shooting at him. Their shots didn't hurt and felt more like irritation than anything else.

"Let me tell ya something Hydra agents who shot Rath in the back and are still shooting now! Nobody beats Rath nobody!" Rath yelled at them before he started to spin around with his catch in tow. "Now get a load of my Seismic Tiger Throw!" he proclaimed before proceeding to actually throw the guy he had been hold into a group of hydra troopers cluttered together. The result was them getting knocked down at once.

After that Rath jumped down and then ran at another large group of agents disregarding their laser blasts as he closed in. Once he was in range he proceeded to take them down one by one with combinations of hand to hand techniques you'd only see in a wrestling match.

"Vega Lariat!" Rath called out right before delivering a vicious swing of his arm that struck one guys head with his large bicep instantly making his body bend backwards and his legs to go upward right before falling on his sorry behind.

"Rigel Elbow Drop!" he said after slamming another guy to the ground and then jumping up and bringing an elbow drop right on the man's gut making another K.O.

"Altair Leg Drop!" a leg swipe knocked another man on his back before the last thing he saw was Rath descending at him and crashing both legs on the man's chest literally knocking the wind out of him before he lost consciousness.

"Twin Deneb Stomp!" he grabbed another guy and threw him on the ground before dishing out a dive bomb attack as he stomped on both the guy's shoulders dislocating both his arms in the process and causing him to scream in pain but Rath then gave him a merciful nap with a chop to the head.

"Pollux Moonsault!" he did a backwards flip and crashed landed on top of another guy knocking him down and crushing him with his body weight. Based on the way he was holding his chest he definitely had some bruised ribs that would prevent him from moving much.

"Arcturus Headbutt!" he grabbed a guy by the collar and reared his head back before giving a headbutt on the guys masked face instantly knocking him out from hitting the harder headed alien.

"Polaris Piledriver!" he grabbed a different mechanical golem by the waist and swung him upside down before smashing it to the ground headfirst burying its head and clearly making the pilot black out in the process.

From then on this process continued as Rath tore through the men and knocked them out with painful wrestling moves he named after stars. He continued this process until there were only a few left standing and were clearly intimidated by him considering they were merely pointing their weapons but not firing as they stepped back.

"Now for one of Rath's special signature moves!" The tiger alien spoke before his left claw extended and enlarged bit and he then flipped forward and struck the ground. His claw sunk in deep and in the process created a powerful shockwave that blew back all the remaining Hydra agents and sent them all to dreamland.

He alien hero turned to base's entrance and saw it was sealed shut, no doubt while he had been busy kicking butt. Well he wasn't going to be deterred that easily.

"Nobody keeps Rath out of a place he wants to be in!" The alien told to no one in general since he was alone… well… the only one conscious that is.

The Appoplexian ran at the large door and punched it making a small dent in it but not damaging it much in general. That only served to increase Rath's anger as he swung again and again till he was punching it like a man practicing his boxing. The door received more and more dents but the process was taking too long for the temperamental aliens liking.

"Dahhh! Let me tell you something giant door blocking Rath's path! Nothing stands in Rath's way without getting a major beatdown!" He yelled at the inanimate object before crossing his arms in an X as both his claws expanded out. He then gave a straight punch with his left arm.

This time it proved to be far more effective as his claw sank into the wall puncturing it as far as it could go. He pulled his claw out of the wall and repeated this same effort. Once the wall had been weakened enough and was full of holes, Rath gripped it from the inside of two ruptures. He began pulling them apart as he tore the wall open for him to gain access.

Once he did he made his way inside and towards his destination.

* * *

"The enemy has infiltrated the base and is heading down passageway B-1." A hydra agent said to his superior while showing Rath on one of their screens. They also saw him taking out all agents he came across along the way. Some were thrown against the walls while others were simply K.O'd from a punch to their gut or head.

"What should we do about him sir?" Another agent said while addressing the leader in the room.

Their superior was a tall man with shriveled pale green skin and green eyes that were a very dark shade. He wore a dark blue cybernetic suit with a large high tech scythe mounted where his right arm would be. The weapon was clearly a replacement for his missing limb considering it was attached from the elbow. He also wore a dark blue cape as a hood that covered the upper part of his face. He was Grim Reaper one of their best fighters and a lieutenant of Hydra.

The man silently observed the intruder go deeper into the compound.

Just over a month ago Hydra had learned about a new recruit enlisted in their longtime enemy. What caught their attention was that this recruit was someone with superpowers. That was something Shield hadn't gained since their last recruit Abagail Brand and that was years ago. They knew Shield had been attempting to recruit more super powered people into their fold but had been met with rejection. That is until this man joined them.

They first heard about the shape shifting hero when he and their former ally Spider-Woman attacked the AIM base. Apparently the two of them alone had brought the place down. Since then they've been a formidable pair like the other legendary team of Hawkeye and the Black Widow. Now he had made his way here to their hidden base. However as he pondered about that a certain thought crossed his mind.

"Where's his partner?" he asked referring to Spider-Woman. He knew she had to be somewhere since she was the guy's partner. Unless they had sent him to deal with them all by himself but that was doubtful. "Give me a full sweep of all other rooms away from the shape shifters location."

The Hydra technician hit some keys on the board where the screens switched their broadcast to show the other rooms, chambers and hallways of the base. They saw no sign of the missing partner.

"There's no sign of her sir." The Hydra technician said.

"I would be surprised if we did spot her." Reaper said knowing she was just that good at hiding. Having been trained by them and then by Shield after her defection she would have to be sloppy to get caught on camera that easily. "Send our new drone after him and begin the process for abandoning the base. I want all valuable information transferred and everything else deleted, I want nothing left for him to get his hands on." He ordered before he turned to leave the room.

"Where are you going sir?" A Hydra trooper asked.

"To deal with our pest problem." Reaper simply said.

"TAP OUT! TAP OUT!" Rath yelled into a Hydra Troopers ear as he had the man pinned to the floor on top of his back. He was also slowly applying pressure as he bent the guy's left leg at an angle that wasn't natural except for maybe a contortionist. The screams of pain he was letting out clearly showed how much it was getting to him as well.

The poor Hydra agent was gasping and writhing in pain before he finally decided to comply and tapped the floor repeatedly to signal his surrender. Soon as he did the alien hero lifted him off the ground and into the air while he took a victory pose… then came the gloating.

"That's right you Hydra scum! Nobody beats Rath!" Rath declared before he slammed the man to the floor like a football player after making a touchdown. The action knocked the man out instantly.

"Who else wants a piece of Rath!" The tiger alien yelled down the hall to nobody since it was empty.

He then made his way further down going deeper into the base. He continued to charge inward until he reached what looked like a docking chamber. The room had an entrance connected to the sea to allow ships and subs inside which there were none at the moment. However he noticed how the water was churning and rippling. It seemed that someone had just left underwater.

"You're too late." A cold voice echoed across the room.

Rath turned from the sea docking chamber to an exit across the room. He saw a cloaked figure with a scythe for an arm walking… or more like stalking towards him.

"Our boys have already left and anything valuable you were planning to learn has been erased by now." Reaper told the alien hero.

"Hyaaah!" Rath shouted right before he jumped down from the second platform. The landing heavily thumped the ground as he faced the new adversary.

"So you're Reaper I huh." Rath claimed matter-of-factly.

During the past month working with Shield he had done a bit of homework on their enemies. Mostly with AIM and Hydra, he had learned about their elite agents. Reaper he learned to be a high ranking lieutenant of Hydra and one of their best fighters. Though in comparison to Madame Viper it was mentioned he had lower leadership skills compared to her. Nevertheless he was someone you did not want to underestimate.

"That's right and your Shield's new super powered lap dog." Reaper remarked and needless to say those words did not go over well for the Appoplexian.

"WHAT WAS THAT! WHAT DID YOU JUST CALL RATH!" Rath roared in anger. "LET ME TELL YOU SOMETHING REAPER! RATH IS NO DOG! RATH IS A LEAN MEAN FELINE BASED MACHINE! AND FUTHER MORE RATH IS NO ONE'S LAP DOG!" With that he lunged at the cloaked agent.

Reaper jumped back to avoid a swipe of Rath's claw. As soon as his feet had firmly touched the ground he darted forward to attack. He swung his scythe from the side looking to possibly bisect Rath. The Appoplexian however wouldn't have it as he blocked the strike with his claw. The long nail withstood the mechanical blade as Rath pushed it away and went for a straight fist aimed at Reaper's jaw. Reaper however dodged once again with his superior speed and agility as he did a backflip kicking the aliens chin in the process. The hit only making Rath flinch but it was enough for Reaper to make another move. This time he delivered a downward swing of his scythe aiming for Rath's head.

The alien hero however reacted fast and caught the blade between his hands a few inches from his face. Taking advantage of having restricted his opponent's movements he threw the man up in the air. He followed that up by grabbing the guy by his cloak and then pulled on it. Reaper didn't get a chance to right himself in the air before he found himself getting slammed to the ground. The impact hurt quite a bit but Rath wasn't done with him yet as he pulled on his cloak to slam him again. This time however Reaper reacted fast as he untied his cloak and freed himself. Rath ended up losing his balance due to the sudden loss of weight in his pull. Reaper took advantage of that by closing in on him and this time managed to slash at the alien's chest.

He expected blood to spill from a large open wound, to hear the sound of a scream of pain fill the air. Instead however he was greeted to the sight of his enemy being completely unharmed. His scythe was sharp enough to cut through reinforced steel but the tiger alien didn't even have a scratch on his chest. In fact all his attack did seemed to increase his aggression.

"Let me tell you something Reaper! Nobody cuts up Rath without getting a taste of my cold hard claws! So get ready because I'm about to take that scythe, cut it to pieces before using them to cutting to you bits with it afterward!" Rath declared.

Reaper slightly raised an eyebrow at that faulty threat before the Appoplexian was on him again. This time the lieutenant was on the defensive as he realized his main weapon couldn't harm the hero. It was time to bring out the bigger guns. Luring him underneath a stairwell he ducked a clawed swiped from Rath before in an impressive feat he managed to run a few short steps on the side of the wall. He quickly swung his scythe around in flashes of light being the only thing Rath could make out. The Hydra lieutenant jumped over Rath.

The alien hero turned to face him only to be confused by the grin on his face. Reaper raised his hand before snapped his fingers and as if on cue Rath heard the sound of groaning metal. He looked up just in time to see the stairs falling right on top of him as he got buried under all metal debris.

Reaper suspected that wouldn't keep him down for long. He was proven right when he heard a clank and saw the Shield agent burst out of the debris. Only this time he seemed pissed from his actions.

"LET ME TELL YOU SOMETHING REAPER! YOU CAN BURN RATH, SHOOT RATH, BURY RATH, PUSH RATH OFF A BUILDING, BLOW RATH UP AND OTHER THINGS RATH CAN'T THINK OF NOW! BUT NOBODY WILL EVER KILL RATH WITHOUT GETTING THEIR BUTT'S KICKED!" Rath proclaimed before pulling himself out of the debris completely and stood on top of it.

"Then perhaps you'll enjoy a different opponent." Reaper merely said before whistling loudly.

As if it were a signal the ground began to shake lightly like the equivalent of an aftershock. Rath turned his attention to the water of the docking bay. The liquid surface was churning and bubbling as something was coming up from below. The alien hero saw a large shadow for a moment below the water. It then burst as whatever was submerged had now finished surfacing.

The new occupant of the room was a gigantic robot in the form of a green octopus with a skull like face. It had six long grey legs that each split into four toes to help it stand firm. There was a high tech cannon of some kind attached at the top of its head. It also had what looked like two four barreled missile launchers connected to where its ears would be. Although it looked like they might also fire lasers as well. The robot must've been more than thirty five feet tall.

"I think you'll find this Hydra-Bot a bit more challenging while I take my leave." Reaper said before he turned and walked away towards the exit.

Rath didn't try to stop him and instead turned his attention to the new robot. He stretched his arms and cranked his neck before punching his palm and cracking his knuckles in anticipation. "Now you're making it interesting." He said before he roared and sprang at the robot.

"Get ready giant robot cause Rath is going to make Tayoyaki out of you!" The alien hero declared while soaring through the air towards his target. When he finally got within distance he delivered a powerful left swing on the robots head. The impact caused it to recoil and trip a step of two in the process.

It managed to catch itself from falling over and responded by firing the concentrated beam from its head cannon. The beam met its target on Rath's chest who got blown back all the way against the wall. His body then fell down to the ground but he managed to land on his feet. His chest was smocking a bit but other than that he was unharmed. Rath growled before extending his claws but before he reentered the fight he spotted the symbol of Hydra on the wall beside him.

Rath stared at the symbol of evil before an image of Vilgax's face flashed in his mind in place of the logo. He wasted no time in punching the wall and shattering it along with the logo to pieces. He then turned his attention back to the Hydra-Bot as for a moment he saw Vilgax's face over it.

"You're making Rath mad now!" The Appoplexian called out before he ran at the giant bot.

The Hydra-Bot fired missiles at him. Rath managed to side step one of them but the other one hit the mark and knocked him down on his back. Rath looked up just in time to see one of the bots legs coming down on him. The alien hero grabbed the limb and pushed against it trying to keep it from flattening him. The two struggled in the reverse tug of war but the alien hero managed to start lifting it back while slowly getting up. Once he was standing back up again his bent his knees a bit before giving one mighty push.

The force he put in made the Hydra-Bot reel backwards. This time its head section actually hit the ground when it fell. Once it was down Rath proceeded to jump onto it and then quickly extended his claw before impaling it on the side of its head. The action destroyed its right sided weapon in the process but it wasn't down just yet. The automaton adjusted its legs and raised itself back up. Once it did it lashed out at Rath using two of its other tentacles to try and pry him off.

Rather than let it get ahold of him, Rath chose to jump of the thing. While in midair a green flash transformed him into Jetray as he flew across the room.

The Hydra-Bot tried locking on but Jetray was flying too fast and wild for its sensors to get a clear shot. In the next instant the manta alien was flying fast right at him before transforming again this time into Cannonbolt who was already rolled up. With the added momentum from Jetrays speed combined with the alien's high rotation he crashed right into its head. The impact now left a large opening in its forehead looking like a skull that received a gunshot execution style.

Cannonbolt uncurled himself to see he was surrounded by wires and other hardware that operated the machine. He wasted no time in tearing it apart from within. Eventually he was given the satisfaction of hearing it creak before it fell over, this time for good. He got out from the door he made.

"I wonder if I can still catch up with that creep Reaper?" He asked himself.

Before he could make his decision the ground shook again. The spherical alien turned to see the water churning again before it burst to reveal three more Hydra-Bots.

"I though you guys were all about growing two heads when one got cut, not three?" Cannonbolt quipped receiving no response from the bots. He transformed into Forearms and cracked his knuckles. "Looks like I'm going to be busy a few more minutes. I hope Spider-Woman doesn't mind me being a bit late."

With that he leaped at the tripled enemies with a battle cry to resume battle.

* * *

Meanwhile out on a hidden field of the island was Spider-Woman who stood patiently while checking the timer of her phone. The two had flown to the island together for their next mission which involved Hydra. This made it Ben's first encounter with them. Fury had reported the place was a pit stop for Hydra's aquatic vehicles and sent them to take it down. They flew here stealthily and had jumped out of the plane to land without being noticed. They left their jet in the air to be called down later.

The two had decided to split up. Ben chose to run straight at the enemy and drawing all of their attention to him. While he did that she was free to sneak towards one of their armory storage warehouses. Once she disabled the cameras and security systems she managed to steal quite a bit of their weaponry for analysis and disposal. There were some Hydra agents who had been guarding the place. Thankfully however she managed to take them down before a single one could call for help.

Speaking of Hydra agents she had come across where Ben had taken down those agents by the main gate. She had made quick work in taking down those that had stirred awake and tried to escape. Then had restrained them properly for Shield pick up once the coast was clear for them.

She looked down at her timer seeing the minutes go by. "Hmm I wonder when he'll be done?"

While she waited her mind wandered to her partner. The two of them have been partnered together for over a month and nine days so far. Those weeks that passed were interesting to say the least.

They've gone on about nine missions together since the fight with Modok including their current one. During those missions she got to see him in action. It was during those missions she learned he was clearly more powerful than her… while in some alien forms. She had spared with him while he was in the form called Blitzwolfer and bested him after a close match of pure hand to hand. However she ended up losing when she fought him in the form called Shocksquatch whose strength and durability far surpassed hers. Plus the fact he covered himself in electricity to protect himself from her venom blasts didn't help her either.

The two of them had started to hang out when not on missions. Nothing of the dating sort, they simply grabbed a bite to eat or watched television together. Then there was the occasional sparing between them for fun and staying fit. She enjoyed those spars due to Ben using a different form each time to make it interesting and unpredictable. Although he kept it to five different aliens which he used repeatedly. He kept using Blitzwolfer, Shocksquatch, Kicking Hawk, Bullfrag and Spidermonkey. Strictly one form each for every spar only changing for the next one. Ben apparently wanted to train his more hand to hand fighting aliens for improvements.

One thing she still had fun with was that Ben had yet to see her face. It was something she kept hidden to see if his curiosity would be constantly peeked. He already once asked her why she kept her mask on when they hung out. Naturally she teased him and said how he would have to earn that privilege. A woman's got to have some secrets after all. Although if he got the nerve to ask again then perhaps she'd finally let him see the face behind the mask. She idly wondered how he would react if he did see it.

She had to admit getting partnered with Ben was a definite improvement. He was actually a fun loving person who knew how to enjoy life while taking his duties and obligation seriously. Hawkeye was the closest in that department but he lacked that spark Ben had which was like staying in touch with your inner child. People thought Ben was like a man child and he kind of was but not to the level they would believe. He was actually just someone who preferred keeping a positive and playful mindset to not deal with all the seriousness and stiffness. She could understand that, with most Shield agents trying to maintain their professionalism too much in her opinion. The need for loosening up was something she knew how valuable it could be in life.

Besides her he had also gotten to know some of the other agents. Mainly Hawkeye, Coulson, May, Quatermain and Bobbi. He was now officially friends with Hawkeye and Bobbi with a developing friend of May. As for Coulson and Quatermain however Ben had become a sort of annoyance to them. He enjoyed messing around with them and delighted in their reactions. Apparently he found a certain joy in breaking their Shield poker faces of professionalism and getting them to show actual emotion.

She couldn't deny to also finding amusement in it though she never made it her purpose to do so repeatedly.

As for Natasha he had been making attempts to try befriending the redhead but so far she was immovable. She didn't ignore him but she wasn't exactly being fun to be around either. The only time he had an actual conversation with her was during a spar when she beat him to submission while he was Bullfrag. She could swear Natasha had enjoyed knocking down Ben more than she should've.

Her thoughts were broken when she spotted Jetray flying in the air. He spotted her waiving him down and flew towards where he landed in front of her.

"All clear now." Jetray said with a smile and mock salute.

"Report?" Spider-Woman asked.

"The base is secure, I got a couple dozen hydra agents knocked out, also took down some giant robots." Jetray listed before getting to the bad news. "However Reaper and the others managed to escape and they completely wiped out their systems. No way for me to retrieve the lost data."

"Hmm well that's a shame but not so bad all things considered." The Shield agent said while glancing at the base. "When it comes to Hydra we don't always get a complete victory but we manage however we can."

"So what now?" Jetray asked.

"Now I call it in." The female hero said before making the call to Fury telling him he could send the cleanup crew to pick up the prisoners and what they managed to acquire.

"While you do that I'll call our ride." Jetray said before turning back to human form.

Ben's appearance had changed a bit these past few weeks. He still wore the shield uniform he had been given but it was now decorated with green lining like from Upgrade. Also more noticeably was what he was wearing to conceal his face. He was now wearing black sunglasses shaped like a visor which was connected to headphone like earpieces. There was also a green colored face mask attached that finished concealing his identity. The only thing that wasn't covered was his hair.

This was a new look Ben designed for himself. However this wasn't just a stylish new look, it also had functions as well. The visor contained a computerized radar system that could analyze what he sees, go into different spectrum views and recorded everything he saw. The mask he wore protected him inhaling anything dangerous and also served to collect air samples if he needed any air based gas or chemical analyzed.

He pulled out a small remote from his pocket and pressed a button as a red light flashed for a moment.

The jet which they arrived in that hovered far above them hidden in the clouds descended. It landed in moments and opened its hatch to allow them in.

Ben turned back to his partner now as he hit a switch in his earpiece. The mask he wore retracted to reveal his lower face as she finished the call. "So what's their ETA?"

She turned back to him. "They'll be here in fifteen minutes. I guess we just wait now till they get here and secure the place for us."

"Hmm well while we're doing that is there anything your planning to do this weekend?" Ben asked with a smirk wondering if she was free to join in on a special kind of fun he was planning.

"Hmm no I got nothing planned for this week besides another mission." Spider-Woman said before she got a suspicious look and raised an eyebrow. "What're you up to?" she questioned finding his expression to be mischievous and alerting.

She had seen that look once during their spars. Right before he came up with an offensive move that caught her off guard and made her lose the match. It was a look of someone up to no good.

"Oh it's just something special to have some fun. After all I need to keep myself amused so this job doesn't make me a drone like everyone else." Ben answered while avoiding revealing what his plans were. "So would you care to join me or not?"

"That depends, what is it exactly?" She asked for specifics.

Ben wagged his finger playfully. "No no no, no spoiling the surprise." He said teasingly.

Now her curiosity was peaked wondering what he was planning. One thing she knew about Ben was that he certainly wasn't boring. So maybe she'll have a good time with whatever he's up to.

"Alright I'm in." She said.

"Great I can promise you won't regret it." Ben said happily. _"Hehehehehe and now the fun will soon commence this weekend. Oh it's going to be a hoot."_ He chuckled mentally.

* * *

 **Three days later in the morning**

Agent Coulson finished getting ready for the morning and was walking to the hangar. He felt like giving Lola a morning polish to start his day. After that he'll go get breakfast and then drive Lola in the city.

He continued his way to the hangar eventually reaching the gate. He entered the access code and entered the room. His eyes landed on his baby… and that's when his eyes widened and his mouth fell open slightly.

The reason for his facial expression was because his precious vehicle had been vandalized. The windshield glass looked to have been painted completely black. Both the front doors had an image of an emoji blowing a raspberry. However it was the hood of his car that really got his attention. The red hood of his car was now branded by a large black and green hourglass symbol. He knew that symbol anywhere because the culprit had it on him 24/7. He spotted a note attached to the windshield.

He walked to his baby and plucked the note before opening it to see two simple words explaining the motive for this vandalism. **"April Fools!"**.

Coulson gripped the note and slowly crumbled it as for the first time ever he shook his head with anger and he grit his teeth ever so slightly.

"Ben!" Coulson said above his average tone of voice. It was loud enough that if anyone had been nearby they would've heard him. He was going to get him back for this one day, he swore on it.

Unknown to Coulson, was that he was being watched.

"Oh man that was better than I though." Ben said while laughing as he and his equally amused partner were watching Coulson's facial reaction on television which was connected to a laptop. He had planted a miniature camera on the hanger to see the results of his prank live and in high definition.

"Hahaha yeah it is." Spider-Woman tried to stop snickering. "I guess you were right when you said April Fools is an unappreciated holiday."

Naturally when Ben finally revealed his plans for the day she was skeptical. April Fools was a holiday she considered unimportant since it had no values. That and it was just an excuse for kids and teens to do stupid pranks. Now however Ben was showing her the appeal of the holiday he loved and she was seeing its perks.

"You should also be glad you decided to join me because otherwise I would've pranked you. I had it all planned out and everything if you declined." Ben pointed out with a smirk that almost looked fiendish.

A sweat drop rolled off his partners head as she looked concerned after hearing that. "What exactly did you have planned for me?" she asked curiously and dreadfully at the fate she avoided.

"Let's just say you would've needed more than one shower to clean yourself up." Ben hinted wickedly.

Truthfully he had planned to bomb her room with a special stink bomb especially created by Gutrot. The bomb would've created a stench so unbearable and putrid that it would've latched onto her body. Not to mention her whole room would become uninhabitable. Although he would've made sure the stench only lasted for a few hours. But even so it was a few hours no one would want to endure. That's how horrifying it would've been.

"I don't think I want to know." Spider-Woman said as images of Ben dropping slime, grime and other kinds of unpleasant things on her flooded her mind.

"Yeah you really don't." Ben added before his partner turned to him.

"Aren't you worried Coulson might try to kill you for this?" She questioned him knowing how much her superior loved his car.

Ben waved off her concern. "Nah though he'll certainly want to do something humiliating to me. Besides I used a special paint I designed myself that'll dissipate into the air after a few hours. Before the days over his car will be looking like normal." He revealed that unknown piece of info.

"Smart." Agent Drew complimented. "So who or what's next?" She asked wanting to know the next step in his prank plot. If it was this funny after pranking one guy she wondered how enjoyable it would be after a whole group got pranked by him.

Ben slowly looked to her and gave an evil looking grin.

"Morning Quatermain." An agent greeted his fellow colleague as they passed by.

"Morning." Quatermain greeted as he headed for the mess hall.

He arrived and saw there were a few agents still there getting their morning meal. He spotted Hawkeye and Widow sitting by themselves at a corner talking. It was best to leave them alone so with that he went to get his breakfast. After he filled his tray he looked for a good seat to eat by himself. He spotted one close to the left wall and went to it. Once he shifted by the base of the seat he proceeded to sit down.

That's when it happened.

The moment he sat down he heard something squishy and felt like he was on something slimy. He tried to stand up but found himself unable to as the butt of his uniform was caught in some kind of sticky and slimy green adhesive that stretched like rubbed and pulled him back down.

He didn't even know where it came from because when he chose this spot to sit in there was nothing there. It was like this stuff appeared from nowhere. His train of thought was interrupted when he saw Ben walking into the mess hall with a big grin on his face.

"April Fools Agent Quatermain!" The Omnitrix hero declared across the room as all present agents turned to look between him and his apparent victim. Silence filled the room as no one said a word for a moment until…

"BEN!" Quatermain yelled out across the mess hall as his butt was stuck to the seat.

"That's my name don't wear it out." Ben remarked before walking towards him and stood across the table. He then leaned forward a bit. "So what do you think of my prank?" he playfully asked for some reason.

Instead of answering with words Quatermain replied by lunging forward to grab Ben. Or at least he tried to as his hands only managed to get within four inches from his face. The goo he was stuck to then pulled him back down once again. Ben never even flinched or reared back to avoid him, he knew his victim wouldn't reach him.

"Hate it that much huh?" Ben asked with a tilt of his head.

"Get this stuff off me!" Quatermain yelled out.

"Nah I don't think I will." Ben answered immediately as if he had been waiting for him to say that.

"As a higher clearance agent I'm ordering you to get this gunk off me!" Quatermain ordered as he pulled rank.

"Yeah I'm still not going to follow that order." Ben waved off his command. "But I'll tell you what. If the alarm rings and all personal are needed I'll help you out." He said before looking to the ceiling to see if that was about to happen. After a moment where it didn't he turned back to him. "Nope looks like everything's all right and you're not needed right now."

"This isn't funny Ben! Now get me out of this mess!" Quatermain bellowed.

"Of course it's not funny, because it never is for the victim." Ben said as if lecturing him. "Besides that goo I specifically designed it to lose its stickiness in about a halve hour." He revealed before smirking. "So enjoy your lunch before it gets cold and try not to think about a bathroom while you're stuck there." he said before walking away to another table ignoring the protests from Quatermain to come back.

He made his way to Hawkeye and Black Widow, the former of which was laughing after what he saw. "I take it you enjoyed the entertainment?" Ben asked the archer before sitting across from Clint.

"Oh yeah I did, ha haaa oh man that was good." Hawkeye said between laughs.

Ben turned to the red head beside Clint. "What about you Natasha?"

"I think it was an immature waste of time." Black Widow responded with no amusement in her voice.

"Ah come on Natasha, where's your holiday spirit?" Ben questioned her.

"She probably left it in her previous life before she became a Shield agent." Hawkeye quipped earning a look from his partner for that remark.

"Man you really need to learn how to lighten up Natasha. Try adding some comedy in your life to laugh and smile more often." Ben suggested.

"I don't do clowning around." Natasha stated.

"You know, one day someone will break through that wall and pull that stick out of your ass." Ben claimed before looking to Hawkeye with an apologetic look. "Anyway Hawkeye I just wanted to say I'm sorry."

The archer blinked "Sorry for what?"

Ben then slowly formed an evil smile. "Sorry that you're going to be my next prank victim." He revealed.

A sense of dread suddenly washed over Hawkeye as his eyes widened a bit in alarm. His eyes drifted to Quatermain who was still stuck in his seat before the archer quickly stood up. He looked around for any signs of a trap but Ben then chuckled at his reaction.

"I didn't say it was coming right now." Ben said earning a look from the archer. "Consider this me being a good sport since you actually have a sense of humor. So I'm going to give you a 5 minute head start before I come after you and pull of a prank I've made especially for you."

"Oh come on Ben I thought we were buddies?" Hawkeye asked not wanting to get pranked.

And he wasn't just saying that either. During the past month he had hung out with the new recruit on a few occasions just chatting. He had even invited him to play some poker with a few of the other players. Not to mention the other time they spared. He was getting to like the guy, finding him a nice change in Shield. Ben brought more fun to the place but now he wasn't looking forward to it.

Ben nodded. "Yes we are which is why I'm alerting you ahead of time to give you a fighting chance to save yourself from embarrassment." He said before smirking. "But that doesn't mean I'm going to go easy on you."

"I'm warning you Ben you don't want to do this." Hawkeye said trying to sound intimidating but Ben wasn't faced in the least.

"Oh trust me Hawkeye I **really** do. I will execute my plan and you can bet it will succeed." Ben said before looking to his empty wrist as if he were checking a watch. "4 minutes and 29 seconds to go and you're still standing around here like an open target."

"You're going to be sorry if you come after me Ben." Hawkeye said before he quickly left the mess hall to retrieve his bow and arrows to prepare himself for whatever was coming. If Ben wanted to make him fall for a prank he'll make him have to fight for it.

Ben counted off the minutes in his head and once he counted down to zero he stood up. "Well excuse me Natasha but I have an archer to hunt down and prank." He told the redhead before leaving the room also.

As he left the room Natasha developed a small smile that went unseen. What she saw had been amusing.

* * *

A few minutes later Hawkeye was now armed and on alert as he walked into the gym on the lookout for Ben and traps. A pair of special goggles for seeing in infrared covered his eyes. Needless to say he was looking a little paranoid with how he had his bow drawn and arrow pulled back waiting for the chance to use it. However his mind was anything but as he was simply on full alert.

He knew Ben was a cunning and resourceful guy. The fact he beat him and Natasha in their spar was a testament to it. Plus the fact he had an alien that could go invisible and intangible didn't help him. He could literally come out from anywhere and he wouldn't see him. This was why he had the goggles in the first place, to spot Ben if he had concealed himself.

"What're you doing here Hawkeye?" a familiar female voice asked.

Hawkeye quickly turned to the voice with his arrow aimed but then lowered it when he recognized who spoke.

"Phew oh it's just you May." The archer greeted the Asian agent.

"Yeah it's me so mind explaining what's with the goggles?" she questioned the eye gear.

"Well I don't know if you're aware of this. But its April Fools day and Ben is on a pranking spree with me as his next target." Hawkeye explained his situation.

"So you're his next victim huh. I feel sorry for you and whatever misfortune is going to befall on you." May said almost sympathetically for his plight. "I wish I had known ahead of time what he was planning for this holiday."

Now Hawkeye looked at her in confusion. "What do you mean by that?"

"Take off your goggles and see for yourself." She advised him with a tone of dread.

Naturally Hawkeye felt hesitant in removing his only means of spotting Ben coming. However his curiosity was also peaked and decided to remove and then put them back on quickly after seeing what she meant. When he did however he was greeted to a sight he wasn't expecting.

"Gah!" Hawkeye yelped as he recoiled at the unexpected sight.

The reason for that was because May's hair, which was no longer its nice brown shade. Now it was red in the same shade as his partner Black Widow. She now looked like she could've been Natasha's long lost Asian half-sister.

"Oh man how did that happen to you?" Hawkeye questioned how Ben could've gotten the drop on her.

"It happened after he got Coulson. I don't know when he did it but he swapped my shampoo for some hair dye he concocted. Said this stuff will soften and start to come off in a few hours. At which point I will need to wash it out in another shower. Thought he did say it wouldn't leave any trace or marks once it's gone." May said unpleasantly at having been pranked and being another name on his list crossed off now.

"Man, no one is safe from him." Hawkeye said while looking away from the sight. Afraid he might let out a chuckle which would give her a reason to smack the look off his face. Definitely not something he wanted to experience especially if it would leave him more vulnerable to Ben.

"Actually mostly everyone is safe." May said earning a look from the archer wanting her to elaborate. "After I got pranked, Agent Drew told me that Ben is only going after those he's gotten to know. Basically anyone that he's befriended or talked to occasionally is fair game for him."

"Well lucky them…" Hawkeye said dryly not feeling his mood lift from that information. However a thought did cross his mind after hearing that. "Wait a minute... where's Bobbi?"

May blinked at the question. "I don't know I haven't seen her since I woke up."

* * *

 **Meanwhile at the same time in Arizona**

"I'm so going to get Ben for this when I get back." Bobbi said sourly while she sat on the floor.

The reason for her bad mood was because she was currently trapped inside her Shield Quinjet.

She had taken it to go into the city when all of a sudden the controls went haywire. The auto pilot was activated and her course was altered flying at max speed. Before long she had reached her new destination which was apparently the Grand Canyon in Arizona. Now this wouldn't be a problem, in fact she enjoyed the idea of seeing the national monument. That is to say she should have enjoyed the sight **if** she wasn't currently trapped at the bottom of the canyon with no way out.

She looked to the control console that still had the image of the words **"April Fools!"** displayed on the screen.

As soon as she had landed down here the console broadcasted a message from Ben declaring the holiday. The man then proceeded to mention how the jet was on a timer for one hour. Once that was up the jet would return her home. Also to ease her suffering he had apparently prepared a tray filled with food and drinks. There were different kinds of sandwiches and sodas for her to choose from.

With no other choice since she tried hot wiring the jet to no success she sat down and quietly ate her meal. She would then use the remaining time to take a small nap and think about how she was going to get back at him. Perhaps join forces with his other victims to enact their sweet payback. There certainly had to be plenty of people who'd want that after today.

* * *

"Yeah I do not like how this is looking forme." Hawkeye muttered feeling like Ben already got to Bobbi also.

"If you're smart you'll either run or take him down before he gets you too." May gave him options.

"I'll go with the latter cause no way I'm gonna let him get the satisfaction in pranking me as well." The archer stated defiantly. Ben may've gotten the others but unlike them he was warned and given a chance.

"Yeah well I wish you luck in… look out!" May suddenly yelled out while pointing above.

Hawkeye looked up and his eyes widened before he sprang forward. His actions helped him avoid a large glob of lime green goo that fell from above and then went splat on the matt. Had he been a second later he would've been slimed all over.

"Phew that was close." Hawkeye said in relief before looking down at the green slime in disgust. "Looks like Ben's already started his attempts to get me."

"But where did this stuff come from?" May questioned as she looked up to find the source. Hawkeye mimicked her and looked at the ceiling but found nothing. There were no mechanisms, no bucket or any kind of container that could've been used to hold and then drop the slime down.

"I don't see anything… unless!" Hawkeye trailed off before he quickly put on his goggles. He quickly drew his arrow back and searched the area for any sign of the alien hero hiding in the room. He scanned the whole room but found no sign of the hidden alien. "I got nothing on visual."

"I'd say you should take this opportunity and move along before he either finds you or comes back." May suggested since she didn't know how the attempt on Hawkeye was pulled.

"Yeah I'm out of here." Hawkeye agreed before he moved out of the gym and towards another place to find Ben. This wasn't a good place to make his stand anyway.

With that the archer left the room and May exited as well though she made sure to cover her hair using her gym hoodie. She didn't want others to see her like this. If they laughed then they would be in for a world of hurt.

Once the gym was completely empty a small UFO like object came out from a hiding spot and floated down. It hovered over the slime that almost fell on Hawkeye and then rose up again. The green slime moved along as well as it seemed to come alive and then took on a humanoid amoeba like form.

"Looks like Goop almost got the drop on Hawkeye. This will be more fun than I thought. It's so much better when my targets know something's coming and resists. It'll make my victory that much sweeter." Goop talked to himself out loud.

In a green flash he was turned into Chamalien who gave a Cheshire grin before turning invisible and cloaking himself. "Time for the second attempt." The reptile alien said before moving out.

Hawkeye slowly walked across the hall keeping his eyes and instincts on alert. After that incident at the gym he was finding himself a little paranoid. The being on edge was one thing but the waiting was worse. He kept wishing Ben would hurry and show up already so the two can face off against each other.

When he came across the end of the hall that split in two directions he saw a strange sight. In the middle of the wall was a rolled up paper like a scroll hanging on the wall due to a magnet attached to it. He just knew that it was clearly meant for him from Ben. That meant Ben knew where he was or was going and planted it ahead of him. His first instinct was to ignore the note but then came the curse known as curiosity setting in. He wondered if it was an actual prank or a message that awaited him.

Deciding to check but be cautious he put away his arrow and used his bow as a stick to poke the paper. When nothing happened he poked it again before he pushed the note open and saw there was writing on it. Seeing it was harmless he got closer to read it.

 **You did good to avoid my first attempt Hawkeye. While I would enjoy hunting you all day I wish to bring this game to an end. So meet me at the landing bay at 5pm sharp for our final confrontation. If you fail to show up then I will just keep hunting you till midnight when the holiday is officially over. I'm good with either one honestly so make your choice. I'll be waiting for you.**

 **Ben.**

"Well this is a no win choice." Hawkeye muttered as he thought about it.

If he went it would be a single confrontation to decide if he'll manage to avoid getting pranked or not. If he didn't go then Ben would keep coming after him for hours until the day was over. In which case he'd have to avoid more attempts he made on him. Going to face him seemed the logical choice but what if he had set up traps already and was just trying to lead him to them. This could all be a trap to goad him.

Still… he wasn't one to back down from a challenge. If Ben wanted to settle this then so be it. He checked his watch and saw it was 4:39pm. It would only take him 5 minutes to reach the landing bay. Maybe 3 minutes if he ran there but then again he wasn't in a hurry. With that he proceeded to head for the landing bay. It was time to put an end to this game of cat and mouse.

He reached the landing bay and spotted Ben standing in the middle of an empty clearing devoid of parked aircrafts. His arms were crossed confidently as he saw the archer. Strangely however Hawkeye noticed two things that were different about him. The first was that there was a strap around Ben's shoulder that likely meant he was carrying something on his back. The second was that he was wearing black fingerless gloves that fully exposed his digits. As far as he could recall Ben never wore gloves since he joined Shield.

"Your early." Ben noted. "A nice gesture and one I would've preferred just to talk before the countdown ends." He greeted the archer with a friendly tone as if he was meeting a friend to hang out.

Hawkeye still had his hands on his weapon but had it lowered. "What're you hiding back there?" he asked in a demanding like tone.

In response Ben slowly raised his hands in the air and then brought his left arm back. He reached for the hidden object and brought it forward. In his hand was what saw to be some kind of black and green blaster. Strangely it also had a dial with the same symbol as Ben's Omnitrix beside the handle.

"What's that?" The archer questioned.

"This, my anxious friend is what my people call a Proto-Tool. It's a very handy piece of equipment that's used for a weapon among other things." Ben revealed the object.

"And what do you plan to do with it?" Hawkeye asked while mentally preparing himself to draw and fire if Ben made any suspicious moves.

"Simple I'm going to use it to challenge you to a duel." Ben said earning a look from Hawkeye.

"A duel?" he repeated.

"That's right a duel." Ben said before he transformed his Proto-Tool from a blaster into a bow and then an energy arrow formed which he kept aimed down for the moment.

Clints eyes widened a bit seeing Ben's weapon change into a different one. However it was the realization of what he had said that got the most attention from him.

"Your challenging **me** of all people to an archery battle?" Clint asked incredulously. He was the best archer on earth for Pete's sake. When it came to a bow and arrow he was unmatched. Yet Ben had the gall… no the nerve to actually throw down the gauntlet at his best skill. The guy was either overconfident, this was a trap or he had an ace up his sleeve. The last two being the most likely case since even though Ben did seem arrogant sometimes he could always back it up.

"Not a battle a duel. Just like the cowboys of the olden days. I want to settle this just as they did. We'll start with our backs to each other and then take 10 paces forward. We shout each pace we take and on 10 we turn and fire… So are you up for it or are you backing out?" Ben questioned with a bit of a taunt.

"How do I know you won't just shoot me before we even finish marching the 10 paces?" Hawkeye called him out on possible foul play.

Ben looked to him as if he were offended. "Oh come now Clint, it may be April Fools day but I'm not going to break the rules of engagement. That would be dishonorable which happens to be something I dislike." He then turned around so his back was facing him. "As a gesture of faith I've now turned my back on you and left myself exposed. So what do you say now?"

"Your really serious about this?" Hawkeye said still in disbelief at what Ben was challenging him to.

"Indeed I am. I know that you have the faster reflexes. However my weapon fires its projectile at a speed faster than your arrows. So the question now is if you trust your skills enough to take my challenge."

"….Very well then." Hawkeye agreed before standing back to back with Ben with his bow readied. "Any more rules you neglected to mention?"

"Just this, first one to land a clear hit on the other is the winner. We set our weapons only on stun. I won't use my alien powers and that we're not allowed to dodge by moving steps. We can avoid by bending down or whatever but no taking any more steps after the pace and turn." Ben mentioned the terms of the duel.

"Agreed." Clint simply said before he heard a beep from Ben's pocket.

"That's the signal. So let us begin." Ben said before the two began their pacing. "One."

"Two." Hawkeye continued.

"Three." Ben picked up again.

"Four." The archer followed up.

"Five." The Omnitrix wielder said.

"Six." Clint called out.

"Seven." Ben's fingers tightened their hold on his Proto-Tool.

"Eight." Hawkeye flexed his fingers readying for action.

"Nine… Ten!" Both shouted before they turned and fired as Hawkeyes metallic arrow flew while Ben's energy arrow soared. The two projectiles blew past each other and towards their targets. One made contact and the other was avoided…

"Ahhh!" One of the two shouted a bit in pain as he held his wrist after getting his weapon knocked off his hand.

"Looks like I win." The supposed victor declared.

Ben turned towards his downed weapon before turning back to Hawkeye and lowered his head. "I guess so."

"You did well to shoot your weapon almost the exact same time as I did. However your mistake was aiming for my upper chest." Hawkeye elaborated. "If you had aimed lower I might not have been able to dodge and it could've ended differently."

"I suppose I'll have to remember that for next year." Ben said before spreading his arms in wait. "I guess I lost so go ahead and deliver the finishing blow to win. Just please don't aim at my face or below the belt." He pleaded on the last part.

Hawkeye took out another none lethal arrow before aiming it at Ben. "Accepting your defeat with dignity, my respect for you has gone up." He said before firing his arrow.

What followed next was the sound of his arrow making a small bursting sound.

Clint said nothing for a moment as his eyes were shut. The reason… was because his face was covered in some kind of yellow cream.

"What… just happened?" Hawkeye questioned out loud to no one in particular.

"BWAHAHAHA!" Ben laughed loudly before punching the air in victory. "YES! My plan worked, you got pranked and I win!" he declared enthusiastically.

"How… when… what did you…?" Hawkeye babbled trying to comprehend what just happened.

Ben stopped his cheering and walked towards the archer. "You're confused? Allow me to elaborate. You see Hawkeye as part of my elaborate prank I set up a backup plan. I found your stash of arrows and switched half of your non-lethals with my special counterfeits. The replicas I designed to explode on you the moment you tried firing them on me." he explained.

"But they looked and weighed the same how did you…?" Hawkeye questioned in disbelief.

"I studied them inside and out in order to make exact replicas with the same weight, balance, design and etc. I had to since someone of your sharp observations would have likely noticed if something was off." Ben cleared up the confusion.

"You cheated!" Hawkeye accused.

"Ah ah ah." Ben wagged his finger. "I said I wasn't going to do anything dirty during the duel and I didn't. Also as I said only halve of your nonlethal arrows were rigged. All I did was secretly make it so that if you didn't defeat me with your first arrow then it would become a game of Russian roulette."

"And if I had chosen a rigged arrow for the first shot!?" Clint called out.

Ben smirked. "My Proto-Tool was emitting a signal that kept your rigged one from going off. When you shot it out of my hand that's when they became active. But anyway my plan had one big weakness in that it relied on you not running a weapons check on your munitions. If you had then my prank would've been exposed and I'd have lost." His smirk grew more. "But you didn't and that mistake cost you so I win ha!"

Hawkeye was stunned silent after what he heard. "So you gambled the outcome on luck!?"

"Yeah cause it was more fun that way and it looks like we both learned I'm luckier than you." Ben teased.

"How long were you planning this whole thing?" Hawkeye wanted to know.

"Hmm about two weeks, that was more than enough time for me to set everything up." Ben remarked before stretching his arms. "Well my work is done so… I'm gonna turn in for the day. He then walked away leaving a bewildered Hawkeye alone.

And with that the archer was left alone with his defeat and embarrassment at being duped. He wiped some of the cream off his face with his finger and then sniffed it. He detected a trace of a fruity scent and put his creamed finger in his mouth to sample it.

"Hmmm banana cream." Hawkeye stated while secretly enjoying the taste of it.

At least he used something tasty and not nasty.

Ben made his way back to his room for the day. While doing so he heard the sound a light clapping and saw Spider-Woman against the wall by his room's door. She had a look of knowing and amusement on her.

"Saw what you did on the roof and I gotta say it was quite crafty and interesting." She said having found it funny and unexpected.

"Yeah well it was a little close but I managed to pull it off. I gotta admit a part of me didn't think I'd manage to successfully prank everyone but I guess they never expected one of their agents to go on a pranking spree on April Fools day." Ben mentioned.

"Yeah well it's not exactly a holiday that's celebrated with open arms like Christmas, Halloween, Thanksgiving or even Easter." Jessica Drew remarked on the lower valued holiday.

"That is precisely why I had to do this. Because I actually value this holiday and wanted to spread the joy of it." Ben said honestly before asking his main question. "So did you have fun?"

"Well yeah it was quite enjoyable and hilarious." Spider-Woman admitted.

"Then this wasn't a waste time for you then. Since the day's ending I guess our truce is over now." Ben said before offering his hand. "Till next year?" he asked earning a nod from her before she shook his hand.

"Gaaahhh!" Spider-Woman yelped feeling a stinging sensation from her hand which made her pull it away.

"Hehehehehe." Ben snickered before pulling off his glove and revealing what looked like an electric buzzer attached to his palm. "Sorry partner but I had to do it."

"I thought we had a truce!" She said angrily.

"We did and I just told you it was over now. Seriously you agents have to look underneath the underneath." Ben corrected and lectured at the same time. "Besides you outa be thankful I decided to be lenient and give you a small prank. Considering how everyone else got a much worse one."

"Spider-Woman growled a bit. "You know everyone's going to want payback on you right?"

"I'm not that worried." Ben said confidently. "I can handle whatever they dish out."

"For your sake you better hope so." Jessica Drew said before walking away.

Ben watched her walk away until she was finally out of sight. He then entered his room with one last thought.

Next year he was definitely going to prank Natasha and many others he hadn't. But the one person at the top of his list will be Nick Fury.

Oh he was going to plan something special for the guy when next year comes.

* * *

 **And that's it for this chapter my dear readers. Ben went on a pranking spree on the only holiday where it's to be expected. Ever since I was a kid I always had a certain love for April Fools. I think it started when I saw it in an episode of Kenan and Kel where I first saw a pranking spree on TV. That was the first time where I saw how April Fools should be celebrated. Oh how I wish people in real life pulled pranks on eachother on that day to make it more fun and lively. I mean we've seen funny pranksters in different anime's so why shouldn't April Fools be more traditional and popular. I feel like people think its underrated and not worth the time. Well I say NUTS to that cause even though I don't prank… anymore I still like the holiday and every prankster I watch online reminds me of its glory.**

 **Well in any case I hope you all enjoyed it for my return. In the next chapter I'm planning something "special" as it's the first small arc I will be showing. I suspect it'll be about 3 maybe 4 chapters long in total but we'll have to wait to find out.**

 **So with that I'd also like to point out again that I'm looking for ideas for my fic. If you got any then please share as I'm not that picky about it now.**

 **Also just so you know I've now reached the point where I can no longer tell you when the next chapter will be up. Not that I'm stopping or anything I just no longer have full control over the next release date. It could be in November or in December, just saying don't be surprised if my updates take long from now on. I apologize for that but that's life beginning to affect my work.**


	10. The Past Resurfaces part 1

**Hello everyone I'm back. I gotta say I'm happy with how my story has been building up so far. I've gotten over 34,600 viewers, 177 reviews, 299 favs and 312 alerts. I hope you all continue to enjoy my work and I see more new readers join. Some of them have been interesting to be honest.**

 **I took some time to plan ahead and set up this arc. It's the first one of the story and I think you'll be surprised by what will occur in it. You can expect to see some familiar faces and some you never expected at all. This is my most challenging piece to write due to it being an original adventure. I hope I made it enjoyable for you guys.  
**

 **Tomorrow is Veterans Day so to all people who have family serving the country or who served in the past, I salute them in respect for their honor, bravery and commitment. The only family I know who was deployed was my uncle in medical unit. Army and Marines have always been my favorite with Air Force a close second. I can't imagine what it's like fighting in a war like Iraq, Gulf and Afghanistan. Though after seeing the movie "Official Secrets" which was based on a true story I'm part of the group who believes the whole war was illegal.  
**

 **Anyway before you start getting to the chapter I have some IMPORTANT news for everyone. Since this is the 10th chapter which is Ben's signature lucky number I have decide to** **now put up a new poll for you the readers to choose IF Ben should have new aliens forms based on those from other shows.**

 **An example would be Ben having a form based on the 628 experiments from Lilo and Stitch the TV series (I loved it as a kid). His form would look like them being short, multi-armed and etc. However I would not consider using none organic aliens that carry no form of DNA like Gundams or Digimon for example and none from the DC universe since I want to avoid that.**

 **If your someone who votes YES in the poll and you have an alien form you'd like Ben to have then leave it in your reviews and I'll get back to you if I do consider using said alien or not. SHOW ME YOUR KNOWLEDGE ON PAST ALIEN CHARACTERS AND SHOWS!**

 **On another note I have changed the chapter from T to M rated. This is because eventually I plan to start introducing some characters who use language, eventual romance that would include sexual content and let's not forget some who use more excessive violence. So I felt it was time to change it. Plus the fact it's the tenth chapter made me feel like it was the right to make it happen. So now with that out let's resume the story and begin the first ever multi chapter arc.  
**

* * *

 **Chapter 10: The Past Resurfaces part 1**

 **United Kingdom**

This was a land where in the past legends were told. This was the land where stories of kings, knights, princesses, witches, wizards and dragons had supposedly first originated. It was here many legends originated from. Legends like the Knights of the Round Table, White Wizard Merlin, Robin Hood, King Arthur, The Loch Ness Monster and many others. Some of the history of these legends survived to this day and became famous while some were disbelieved and others completely forgotten. Their time and history lost to the ages.

In a remote area away from human civilization was a spot where it was mostly dirt devoid of even grass. To anyone who saw it they would think it was nothing more than a big open clearing of just dirt and rock. Suddenly however the ground began to shake as an earthquake stroke the land. A portion of the group began to rise while another began to descend. This caused a large fissure to appear and spread from uphill and continue downward until it reached the desolate area. The fissure continued before finally stopping as the quake ceased.

However once it did anew occurrence began. A large blue magic circle appeared on the desolate ground that was torn. The circle had a slightly smaller one within which formed a ring. Inside the ring were different mystic sigils that ran all the way around. Within the circle was a large symbol of a six pointed star connected to the edges of the inner ring. Inside the star was a crest of what looked like a tree shinning within.

Cracks began to appear on the circle in the same place as where the fissure had torn the desolate ground. In seconds a large tear formed to match the fissure as the magic circle was fractured. Shards of energy were dispelled outward as the seal had been broken and the magic circle began to fade away completely.

When it was gone something massive began to appear where the circle had been. Soon people would become aware of what had surfaced from parts unknown.

* * *

 **3 Days Later**

"Ahhh!" Ben screamed before he got judo flipped on the ground hard courtesy of May.

"Still want to go?" The Asian agent said after an exhale to catch her breath a bit.

Ben rolled himself right side up before giving her a look. "That depends, are you finally going to stop abusing me cause you couldn't take a joke?" he question cause ever since he pranked her a few days ago she had been going extra hard on him during their following spars. "I mean seriously all I did was dye your hair red. It's not like I stuck your butt on a seat with slime like I did to Quatermain."

"He's still got it in for you after that stunt you pulled." May mentioned the lower agent's clear desire for payback.

"Yeah well like I said before, I'm not worried one bit." Ben said before trying to get up only to flinch as he felt his back get a bit sore. "Uhhh if I was my scrawnier teenage self I'm pretty sure I'd be in need of a masseuse after our spar."

"Hmp I suppose you've suffered enough… for today anyway." May admitted. "Plus Fury wouldn't be happy with me if I ended up hurting you to the point you'd have to be benched."

"Wow I feel so forgiven." Ben said with clear sarcasm. Any further conversation was interrupted by the arrival of an agent who entered the gym.

"Sorry for the intrusion but Director Fury needs to see you both." The agent said with a small salute.

"Both of us?" Ben questioned in pondering thought. Usually he contacts both him and his partner but this is the first time he asked for him and the Asian agent.

"That's correct Agent-10." The agent replied.

Agent-10 was Ben's new codename. It was given to him by Fury which he didn't really mind. The number 10 was after all his signature and favorite digit. His name sounded like it, his super hero career started at that age and his first Omnitrix had that same number of aliens at first. It was like the number was part of his destiny. It was simple yet so very fitting for him. Although he might consider changing it when he comes up with one he likes better. After all the number may be connected to his origin but it didn't define who he was now or might become in the future.

With that the two agents went to Fury's briefing room where he was already waiting for them.

"So what's going on today Fury?" Ben asked the director.

"A few days ago the UK was hit by an earthquake that struck a non-populated area." Fury began explaining before hitting a button and a hatch opened on the table to reveal a holographic emitter. It showed an image of a desolate area covered by mountains around it.

"Ok so what about it? I mean you said it was unpopulated so why does this catch your interest?" Ben questioned not seeing the urgency since there were no victims to the natural disaster.

Sure an earthquake could be a severe disaster but if the epicenter was far away from civilians and no harm was done then what was the big deal about it? Unless Fury had a Geologist section that wanted to study them and maybe wanted him to go for some reason. He did possess an alien that could cause seismic activity but they didn't know that yet.

"What caught my interest is that after the earthquake this appeared out of nowhere." Fury continued as the image shimmered and changed to show a large amount of ruins now standing where it had been desolate and empty.

"Ancient ruins?" May stated the obvious.

"Ruins that appeared right after the earthquake hit. Because of the discovery the UK sent a team of archeologists to research them for carbon dating. However contact with the team has been lost after they sent a distress signal." Fury elaborated before continuing. "I want you two to go there, find the missing team, bring them back safely and uncover everything you can about those ruins." He ordered.

"Just us?" Ben questioned incredulously. "What about my partner?"

"Agent Drew is currently still on a private mission and won't be back for some time." Fury revealed. "With her unavailable I've assigned agent May as your temporary partner for this mission."

At hearing that, the two agents looked at each other. Ben had a puzzled look while May's eyes only carried a slight curiosity in them. He knew May was a capable person and could handle herself even if she didn't have powers. But on the other hand they have never worked together before. True there was a first time for everything but was this really the right time for their trial run?

"I understand sir but are we really the ones for this job?" May questioned the requirements for this mission. "I get that we're the rescue team but neither of us are historians or scientists?" she then got a thoughtful look as she turned to Ben. "Or are you?"

"No you got it right." Ben denied the wishful thinking. "Though I am smart I'm more of a tech specialist than historian, seismologist or scientist."

"And in any case I've assigned some of our own brightest to join you in the mission. They'll be waiting for you at the landing bay for your transport to the UK." Fury mentioned before turning to May. "You will take command of this mission agent May."

The Asian agent nodded before she turned and left the room with Ben right behind her. However the shapeshifter made a pit stop to his room to get his new uniform first. Keeping his secret identity from the public was something he didn't want to blow like in his universe. There was something to be said about privacy after all.

The two made their way to the top where the planes were. They were informed that they'd be taking the plane codenamed "The Bus" which Ben only had one thought about.

"This planes codename sucks." Ben muttered loud enough for May to hear him.

"Not everything gets a name that sounds tough or cool." May remarked.

"Speak for yourself, I give all my aliens a cool name." Ben counter defensively as the two made their way inside the plane. As the two walked up they heard the unmistakable sound of arguing.

The argument was coming from two people. It was a young man and woman, both of whom seemed to be in their mid to late twenties perhaps. The man was a Caucasian male with curly brownish blond hair, blue eyes and is about 5'8. He was wearing a white button shirt with a multicolored striped tie and a jacket over all. The woman was a Caucasian female with light brown hair, brown eyes and was about 5'4". She wore a pink button shirt with what looked like a red undershirt beneath it.

"Ahem!" Ben coughed loudly.

The result was effective as the two strangers seized their squabble and turned to the new company.

"Is there a problem here?" May questioned sternly at the two.

"No mam just having a scientific discussion between two colleagues." The male responded quickly and a little nervously.

"See that you don't make this a common occurrence." May warned the both of them sterly.

Seeing the tension was starting to build Ben figured now was a good time for some introductions.

"Well now that the hostility is over how about introducing yourselves?" Ben asked the newcomers.

"Right then, well I'm Fitz." The male introduced himself.

"And I'm Simmons." The female said her name.

Ben noticed what seemed like a trace of an English accent in both of their voices.

"Nice to meet you both, I'm Ben Tennyson otherwise known as Agent-10." Ben said while offering his hand to shake.

No sooner did he finish his introduction did the eyes of both Fitz and Simmons widen exponentially.

"Y-Y-You're him." Fitz stuttered in his words. "You're the man who shape shifts into aliens?" he then quickly shook Ben's hand with eagerness. "Oh this is unbelievable! It's a true honor to meet you! I've heard a lot of rumors and gossip about you even at our base! Is that watch really the source of your powers!? Who created it!? What kind of technology does it utilize to allow a complete genetic rewrite of a person's DNA while allowing the human brainwaves to retain their original patterns of thought!? Does that visor of yours contain a fully installed spectrum analyzing scanner with a fully operational...

This continued as Fitz kept babbling question after question without Ben getting to answer a single one. Simmons was watching the spectacle in amusement and wonder. She had never seen Fitz act out like this over another person. It was a new experience and interesting sight.

"Fitz!" Ben yelled out stopping the man's endless questioning. "You're babbling." He trailed of slowly to state his point.

Fitz's mind processed that and realized he had been speaking without letting Ben answer even one question. "O-Oh I'm sorry I don't know what came over me." he apologized.

"It's ok… now can you please let go of my hand." Ben ordered as Fitz's looked down to see he was indeed still gripping the older man's hand. He quickly let go and apologized again.

Seeing the show was over Simmons stepped up and offered her hand. "Nice to meet you." She simply greeted.

Ben shook her hand and was pleased she let go a moment later. "Nice meeting you too. I can see that you're the more sensible of the two." He added.

"You hear that Fitz's, I'm more sensible." Simmons teased as she turned to him.

"I had a moment of weakness, nothing more." Fitz said in a more monotonous voice trying to seem more professional.

"Hey I can understand that." Ben said as his mind thought about when he found out new Sumo Slammer games or trading cards were being released. He went crazy for them and would rush to the nearest store right away.

"If the three of you don't mind." May spoke out which got their attention. "We should get going while it's still daylight."

"Right." Ben nodded almost forgetting they were on an important mission.

With that they all proceeded inside where May made her way to the cockpit to fly the plane. Ben offered to be her copilot but she turned him down saying it was unnecessary. So with that he went to the living room like quarters of the plane where Fitz and Simmons were lounging.

"Care to join us Ben?" Simmons invited while she was sipping some tea.

"Sure." Ben said before taking a seat on a lone chair beside the couch the two were on. "This plane is quite big for just the four of us don't you think?" he remarked giving there was no one else with them and the interior was like a house. There were couches, bedrooms and even a minibar.

"There's also a small lab for us to use down below." Fitz included.

"I think I saw it on my way here." Ben vaguely recalled seeing it. "So where are you guys from?"

At hearing that Simmons got a delighted smile. "We're both from the UK actually."

At this Ben raised an eyebrow. "Really?" though he wasn't really surprised since their accents did hint on it.

"Indeed we are. I was born in Scotland." Fitz mentioned his birthplace.

"And I was born in jolly old England." Simmons mentioned her land of birth.

"You two must be excited then to be going on a mission in your home country?" Ben asked since he could understand being home sick when he spent too much time on another planet.

"Oh so very much. It's been years since we've last seen it." Simmons said with a tone of joyfulness at the prospect.

"I'm looking forward to having some home cuisine." Fitz mentioned as he longed for a taste of even simple fish and chips. Preferably his home countries version and not the American duplicated ones which he found inferior.

"So what're your fields of expertise?" The alien user questioned since they obviously weren't combatants unless of course they were keeping those skills up their sleeves.

"I'm a technological engineer." Fitz elaborated.

"And I'm a biochemist specialist." Simmons mentioned her specialty.

"Interesting." Ben said before a thought occurred to him. "Any of you ever go on an archaeological excavation?"

"Not in ruins." Simmons said. "We've gone on some trips to explore strange objects that were found but never on some ancient ruins. At best it was at a crater or even a pyramid."

"What I'm wondering is the kind of technology we'll find that allowed these ruins to remain hidden from the world before now." Fitz said while looking forward to the new discovery.

"You know this might not be the work of technology at all." Ben said earning confused looks from the two.

"What else could it be then?" Simmons questioned.

"Well one other thing is that it could be someone using powers." Ben stated the first alternative.

"That's a possibility, though despite the info we have that wouldn't really tell us what kind of powers." Fitz mentioned due to their being too many variables.

"Well another is that this could be the work of magic." Ben said the other option.

Silence filled the room as the two scientists heard the older agent's theory. Their minds trying to process the motion they had heard. When they did however one of them reacted in a way Ben didn't expect.

Fitz laughed.

* * *

A few hours later they had finally arrived at the designated spot. It was fortunate there was plenty of open space near the site to land the plane. Once they did the team proceeded to make their way outside the plane and started walking towards the nearby ruins. As they did however a conversation from before had resurfaced.

"For the last time Fitz, magic is not science that hasn't been understood yet by humans." Ben remarked with a small amount of annoyance.

"And no offense to you but I believe your wrong. There's nothing in this world science can't explain." Fitz rebuffed.

Ever since Ben mentioned the word magic to them Fitz had dismissed it. Apparently he was the kind of person who thought there was no such thing as magic. Naturally Ben knew better thanks to his past clashes with Hex, Charmcaster, Addwaitya and all other mystic foes. Heck his own cousin was now a very powerful sorceress now. Through those battles he came to see magic as a force science can't comprehend due to its endless complexity. While those like Azmuth could figure out how to utilize the energy of mana for certain purposes he couldn't replicate it for in others nor use it himself.

"What about you Simmons?" Ben questioned the female scientist.

"I'd rather not get involved in this please." Simmons said with raised hands as she took a step away from them.

"It's ridiculous of you to think there is such a thing as magic." Fitz said at the very idea.

"Hey I'll have you know I've seen magic with my own eyes." Ben said while stepping over some rocks.

"Or maybe you just saw something you couldn't explain and therefore believed it was magic." Fitz countered while watching his step over a small crevice on the ground.

"I know the difference between science and sorcery." Ben retorted, offended by Fitz words. "You my friend are an ignorant and narrow minded twit for thinking that. Cause as long as you deny yourself the chance to be more open minded you'll remain limited to your current level of thinking. "

"If you ladies are done, we've arrived." May interrupted causing them to look ahead and see the ruins that Fury showed them. They looked more magnificent in person.

"So that's the ruins, man I bet Kai would've loved to see this." Ben said with a look of endearment at the thought of his loving ex-girlfriend who almost became his fiancée.

"Kai?" Simmons questioned not knowing the name.

Ben shook his head when he realized he said something he hadn't meant to. "Never mind, forget what I said." He didn't want to get into this kind of discussion. He still felt some sadness remembering how they parted ways. Not because the love between them died out but because he made a decision to not be selfish with her dreams.

May raised an eyebrow at the unknown name Ben said but decided not to pursue it. She caught the momentary look of sadness in his eyes and figured it was something personal. Perhaps it was a deceased friend or relative.

The group made their way downhill towards the ruins where they entered.

"There's the tent." Ben said pointing to the missing archeologists set up tent. He went to look inside but other than some beds, books, lanterns and unopened snacks there was nothing else. "Hmm?" he hummed when he noticed a couple of harnesses in a box.

He took one out and examined it wondering what it was doing here. The people came here to study the ruins not climb mountains. He then got up when a thought came to him. Could the people have found a…

"I'm not seeing signs of anyone here." May spoke out after searching the nearby area and finding no trace of anyone.

"Scans are showing a complete negative on radiation or any other unusual energy spectrums." Fitz said while waving a scanner in his hand which didn't pick up anything before turning to his partner. "You got anything Jemma?"

"Negative, soil samples are clean with nothing unusual to be found." Simmons said after examining the terrain.

Ben walked around the set up camp taking the time to examine the ruins while he was at it. After being with Kai for those few short but wonderful years he had learned a few things about archeology. Although he wasn't skilled enough to guess carbon dating or origin he could at least take a guess on something's. Before he could think on it further he spotted something on the ground.

"Guys I got something!" Ben called out to the rest. They came over when they heard him.

"What is it Ben?" Simmons asked.

Ben kneeled down and pointed towards a specific spot on the ground. "Do you see that?"

"Multiple footprints." May said as she saw the slight imprints on the ground. "They headed further inland."

"No doubt towards the center of the ruins." Ben said before he stood up. "Let's follow them." He turned to May. "Before we do grab some of those harnesses, sometime tells me we might need them."

Wondering about his request but deciding not to ask she went to grab the mentioned items. After that the team went further in as they followed the tracks. They went a few blocks away from the tent before reaching an area where they noticed a peculiar sight.

There was a large hole in the ground in front of them. It was big enough for a tank to fall through minus the barrel. That wasn't the only thing however. There were climbing ropes attached to nails hooked into the ground. The team took a look inside the hole but found it was too dark to see inside clearly. Although given the usual length of ropes it was probably a couple dozen feet down at max.

"This hole looks like it caved in from instability." Ben said as he examined the edges. "Perhaps the earthquake weakened the structure and the added weight of people caused it to collapse. Maybe some of them fell in and discovered something down there. The others must've all gone inside as well to investigate." He theorized before turning to the others. "Shall we all go down as well?"

"I guess it was wise you told us to bring those harnesses." Simmons remarked.

May didn't answer right away as her eyes glanced into the darkness at the large hole. She wasn't sure why but there was something unsettling about it. It was like her sharp senses were warning her of possible danger down there. She knew of course if the missing people were down there they'd have to go in after them. But that didn't mean they needed to be careless and stupid.

"Check inside first and let us know what you see before we descend." May ordered earning a nod from Ben as he stepped closer to the opening.

Fitz and Simmons however were getting interested. "Are you going to transform?" Fitz questioned with contained excitement at the prospect of witnessing it.

"Well I sure as hell am not going to skydive my way in there." Ben said with a look back before a green flash blinded the three agents for a moment. When it died down the two scientist agents saw a ghostly looking being which only May recognized as Ghostfreak.

"Blimey." Fitz muttered but it was still heard.

"You can say that again." Simmons whispered.

The ghostly alien flew down the opening reaching the bottom in seconds. He looked down and noticed the floor was sculpted like a pathway. He looked around but it was too dark to see far ahead. So with that he transformed into the blazing form of Heatblast. His body's natural glow managed to illuminate the place a bit. However it wasn't sufficient so he raised his hand and channeled a large ball of fire. The miniature sun like orb in his hand proofed effective as his eyes widened at what he saw around him.

There was an entire temple like structure underneath the ruins. The walls were smoothed out and there were statues of what looked like knights against opposite sides of the walls. The statues were well made too with smooth exteriors almost as if made from marble.

"Man this place is cool. I'm starting to see why Kai loved this kind of stuff. It's no wonder I thought about her when I watched those Lara Croft movies." Heatblast said in fondness before a thought came to him. "Huh I wonder if that makes me Indiana Jones now... nah." He dismissed the thought.

"Ben! What do you see!?" Fitz voice yelled out from above.

The Pyronite looked behind him to see a dead end before looking ahead of the path but couldn't see the end of it. He charged up another fireball in his free hand before throwing it down the pathway. He saw it sail through the air illuminating the area around it as it soared ahead. Eventually it hit the ground but still hadn't reached the end.

"No sign of any danger here!" The fiery alien yelled up top. "It's safe for you to climb down!"

Hearing that reassurance the group strapped on their harnesses and climbed down. They finally touched the ground as they unstrapped themselves and saw Ben in his fiery form. Fitz and Simmons were in awe while May just had a look of slight interest at seeing the unfamiliar form.

"Yeah I know I'm awesome but this isn't the time to stare at me like a celebrity." He addressed the two scientists to get their heads in the game.

"Oh right." Fitz said before he and Jemma looked around the place and saw the interior. "Strange place to build underground, I mean even the walls are smoothed out to form a square tunnel."

"Yeah I noticed that as well." Heatblast muttered before walking to the nearby wall and tapping it. The sound indicating that it was completely solid with nothing but more rock and dirt behind the walls. "It doesn't seem like there's any hidden rooms inside these walls."

The pyronite was about to turn around when he felt his toe fall into an opening. Heatblast looked down and saw that there was a very small canal running from where the first statue stood. He looked ahead and saw that it seemed to continue ahead. The fiery alien also saw that there seemed to be some liquid inside. A possible realization setting in, he stood back before lowering his fireball to a smaller size.

"Ben?" May questioned seeing the lights get dimmer due to him reducing his flame.

"Gimme a sec." Heatblast said before throwing the shrunken fireball at the canal.

The result was a momentary small explosion bursting from where he struck. An instant later the fire began to quickly spread down the row of knights and further into the tunnel. Seeing that, Heatblast formed another fireball before throwing it at the other side where it produced the same result. Flames erupted and spread down the tunnel against the walls creating an illuminated path that brightened the entire room.

"Well looks like I won't have to light the way anymore." Heatblast remarked with a smirk before turning back into Ben.

"It's impressive that this place would still have functioning lighting." Simmons said in awe as she tried to count the number of statues down the path. Even with this fire lighting the way she couldn't see the end of the tunnel yet.

"What I want to know is where the missing researchers are?" May questioned as besides the ropes there still wasn't any sign of them.

"Hello!" Fitz yelled down the tunnel, his voice echoing across the walls.

"Is anyone there!?" Simmons shouted out as well but received no answer.

"Hmmm let me try something." Ben said before transforming into Wildmutt.

Fitz and Simmons were startled by the new alien and even took a step back reeling in surprise. Wildmutt began to sniff the air before getting up close to the ropes and sniffing them as he took in the scent. He then sniffed the ground in a circular motion for a moment before he gave a small roar and nudged his head towards the tunnel.

"I guess we follow the bloodhound." May simply said before Wildmutt started walking down the tunnel with the rest following behind him.

As they did so the team noticed more of the large statues lined up against the walls. They were all of knights in armor. Each one had a slightly different kind of armor and helmet. However there was one thing they all had in common. Each and every one of them was holding their sword with the tip touching the ground as if honoring something. As they walked Fitz and Simmons were staring at Wildmutt in fascination. They had never seen a creature like him before.

"He's quite the live specimen isn't he Fitz?" Simmons whispered to him.

"Absolutely." Fitz agreed as his eyes studied the form curiously. "I didn't see any eyes of him, how do you think he's aware of his surroundings?" he asked wanting to hear her first.

Simmons didn't answer at first as she wondered about that. Wildmutt didn't look to have any eyes, ears or a nose. But the latter couldn't be true since he had clearly sniffed the air and ground where he was leading them supposedly following a scent. Did that mean his receptors just weren't visible to their eyes?

She pondered that further when she noticed three gills on both sides of the neck.

"Those gills on his neck." She pointed at the alien's collar. "Maybe those act as a sort of sonic receptor like how radar detects the vibrations?"

Before Fitz could answer her Wildmutt roared as he turned to them and pointed at his gills and then them.

"Well he clearly he heard us." Simmons remarked at their talk being listened to.

With their discussions ceased the team continued walking forward passing more and more statues. Wildmutt kept tracking the scent that continued down the path they ventured. After a while they finally reached the end of the path. They now stood before a huge stone throne that Ben thought looked more than big enough for Humungousaur at his maxed out size to sit on. The throne looked like the type a king would sit on. The areas between the legs of the stone chair however were sealed up. On the front wall facing them was some kind of symbol carved in the middle of what they noticed was two locked gates. The symbol seemed to resemble a strange circle with unknowing writing with the image of a star in the center and a sword imbedded or contained within.

Wildmutt sniffed the ground and followed it right to the two gates that were sealed as he clawed at it a bit. He then turned back into human form. "The scent is cut off by this gate, looks like the missing archeologists found a way inside."

"Then we should start looking for how we can get in." May said before giving Ben an inquisitive look. "Unless you'd like to blast, tear or phase your way in?"

Ben pondered those options for a moment. Blasting was the simplest way to get through but that carried the risk of the place coming down on them. Tearing the gates open was another choice but he didn't want to risk damaging the place. Phasing would be easy for him but the problem was he couldn't take his team with him so they'd have to stay behind.

"I'll take a peek inside then." Ben said before turning back into Ghostfreak and phasing into the gate.

That was what he had attempted but the moment his intangible body came within contact the gate gave a blue glow.

"Ahhh!" Ghostfreak yelled out in pain as he thrashed and convulsed with blue lightning shocking like a fly on a bug zapper. He was then blown backwards and hit the ground hard.

"Ben you okay!" May said in concern as she knelt beside the alien. That looked like it hurt a lot.

Ghostfreak hissed as he tried getting his senses under control. His body was still smocking from all the burns. When the pain finally became more tolerable he turned back into human form. "Uhhh…some kind of defense barrier." He groaned out while May helped him up.

Fitz raised his scanner to the gate to get a reading but developed a confused expression. "I don't understand."

"What Fitz?" Simmons questioned while looking Ben over for any injuries.

"The scanner, it's not picking up any readings of that energy field Ben hit." Fitz said in confusion as he tried changing the frequency and settings but still nothing registered.

"Whatever that was, it seems to leave no residual energy behind." Ben remarked as he gestured Simmons away saying he was alright now.

"Then we should make it go off again to get a reading." Fitz suggested.

"You can forget about me volunteering for a repeat performance." Ben stated sternly as he had no intention of doing that again for research purposes.

May stepped towards the gates. Once she was close enough she reached out to touch the symbol.

"May, you sure you want to do this?" Simmons questioned recalling how painful it looked for Ben.

"I'm not seeing other volunteers." The Asian agent said before touching the symbol with a finger.

Nothing happened. She tried again but pressing harder this time. Nothing still occurred so she tried using her whole palm to no avail. When that didn't work she tried touching other parts of the gate trying to see if that would trigger a response. When that didn't work she turned to the team.

"It's not working." May stated.

"It must react to those who attempt to force their way inside." Ben theorized before giving May a look. "Would you like to try blasting your way through?"

May contemplated that thought and considered doing it. However before she reached for her concealed weapon her mind suddenly imagined something. She imagined firing at the gate and then the barrier would deflect her shot back to them. "I think we should be cautious and not try to be forceful." She said after thinking on it.

The others didn't answer as they got the message and decided to start looking around the area. If this really was an obstacle to overcome then naturally there must be a way to proceed forward. Simmons examined the large throne and noticed something inscribed on it from the left side.

"I found a clue." Simmons spoke out getting everyone's attention.

"What is it?" The alien user asked.

"It's some kind of riddle." Simmons said reciting it.

 ** _Reveal the person who lives in disguise,_** **  
** ** _Who deals in secrets and tells naught but lies._** **  
** ** _Now, tell me what's always the last thing to mend,_** **  
** ** _From the middle of middle and end of the end?_** **  
** ** _Finally give me the sound often heard_** **  
** ** _During the search for a hard-to-find word._** **  
** ** _Bind them together, and answer me this,_** **  
** ** _Which creature would you be unwilling to kiss?_**

Silence filled the room as no one said anything after hearing that riddle.

"So anybody got a clue what the answer might be?" Ben asked everyone else.

* * *

 **15 minutes later**

"That's not it either Fitz!" Ben yelled out in aggravation.

"Well I'm not seeing you come up with anything." The researcher shot back.

"Yeah well I'm just glad nothing bad has happened from your incorrect answers." Ben fired back.

Needless to say the team with the exception of May was starting to feel like they were getting irritated. After the first few failed guesses they had started to get edgy. Fitz and Simmons were doing the guessing while May just stayed silent since riddles weren't her thing. Ben on the other hand was in deep thought trying to figure things out himself.

"Guys let's not get argumentative." Simmons tried to calm them down.

 _"Yeah well clearly Fitz is no Sherlock Holmes or Indiana Jones."_ Ben thought to himself as he pondered the riddle.

He had thought about using his smarter aliens like Grey Matter or Brainstorm. He knew their superior intellect could easily solve this riddle. However he dismissed that notion for specific reasons. One of them was that he knew Fury didn't trust him that much still. Not to mention he didn't know how Fury would respond learning he could turn into aliens who can outsmart even their earths brightest. He knew the guy was paranoid about things but more importantly he had learned about those who were above Fury.

It was surprisingly easy to find out about them. It all started when he overheard Fury receive a call from Maria Hill telling him about others waiting for him. When Fury immediately left the room to answer it he was curious and decided to spy on him. Using Nanomech he was able to sneak inside without alerting Fury to his presence. That's when he learned about the World Security Council. He did a little research and learned they were the people who Fury secretly answered to and the ones who gave him funding and support. Although Fury didn't seem like he always listened to them if the situation called for it. Plus he didn't talk to them as if they were his superiors.

Nevertheless if those Security Council guys learned more about him they might want to try and take the Omnitrix or get him to make them tech. That was something he could not allow no matter what. Not only because he didn't want to but also because it was against the laws to interfere with another worlds natural progress. True he was involved with a peace organization now but it wasn't like he gave them knowledge they could use to build something. So he had been keeping his more powerful aliens out of site until he felt Fury trusted him enough.

"Ben!"

He snapped out of his thoughts and saw Simmons looking at him. "Did you figure something out?" she asked.

"Not really, riddles were never really my strong suit." Ben said while sighing at his lack of development.

"The riddle talks about disguise, lies, mend, ends and something you'd never want to kiss." Simmons repeated key words from the riddle.

"But if we're taking into account supernatural creatures, deities or other things then it could mean anything for all we know." Ben added while thinking carefully on the matter but couldn't come up with an idea.

Simmons eyes meanwhile wondered around the place while thinking. Despite its old age this place was surprisingly well managed. There was dust on the place but everything inside was perfectly intact and he hadn't seen a single sign of any critters. No birds, bats or bugs of any kind were in here. That was when it happened.

When she thought about the lack living critters she felt an epiphany strike her.

 _"Could it be…"_ Simmons trailed off while focusing on what she was uncovering. _"In disguise, lies, mend, middle and ends, binds them together and unwilling to kiss…"_

"I think I got it." Simmons said gaining everyone's attention.

"You think you've solved it?" May questioned as she stepped forward.

"I think so but there's really only one way to find out." Simmons said before she looked to the gate. "The answer is… a Spider." Simmons spoke out loud.

The symbol of the gate began to glow the moment he finished his words. The magic circle and star began to rotate while the symbol of the sword remained in place. Light began to expand to the frames of the gate as the two sealed doors began to separate. They completely opened to allow them access inside.

The rest of team was surprised.

"So that was the answer. Now that I've heard it, it actually makes sense." Ben remarked while mentally bumping his head for not seeing it.

"I guess this riddle took the phrase web of lies and made it more complex." May remarked.

"Good on you for solving it Jemma." Fitz complimented.

"Yeah congrats but we should get going." Ben said before walking into the now open doorway.

The team followed his lead as they proceeded further into the temple. When they all crossed the gate however the door sealed itself back up. The room now darkened due to the lack of light inside.

"The door!" Simmons said seeing the way out now locked.

"I guess we know now why they didn't come back out." Ben concluded while turning on a flashlight he brought along and keeping his calm while looking ahead. "We'll have to find our own way out."

"Agree." May simply said as she and the rest turned on their own flashlights and they pressed onward.

They went through a small passage that acted like hallway. Eventually they reached another room large room. Once they entered their eyes widened at the sight before them.

The new room they were in was as big as a football field. The room was mostly empty with the exception of two fifty foot knight statues at the end of the field lying inside openings in the walls. The roof was much higher as it seemed like more than a hundred feet to reach the top. At 45 feet high was a second floor that seemed to be a sort of viewing platform. The platform was seven feet high and had a wideness of at least 35 feet. There was another gate between the statues which was about as big as a garage door. The ceiling had light coming through from what looked like rock stalagmites that were unnaturally smooth. The floor had what looked like a large painting carved in depicting a castle of some kind.

On the wall behind them where they had entered was a very large pedestal. On top of the pedestal was a large statue as big as the knights in the form of a dragon. It had an extended neck, two horns pointed back like a goats, long sharp teeth, large wings that were tucked close and spikes that went from the base of its neck to the end of its tail. The dragon stood tall in a posture with its chest puffed out and mouth open partially as it seemed to stare at the other statues across from it.

However that wasn't what got their attention most of all. It was the large splatters of dried blood and charred spots on the floor. That and what looked like torn bloody pieces of clothing, gear and even some bones that littered the ground.

Fitz and Simmons who weren't used to seeing bloody scenes like reacted badly. Simmons covered her mouth and while Fitz looked away and tried to hold down his breakfast. Both to block out the smell that permeated the room and to hold down their food which threatened to resurface. May was more accustomed to seeing this kind of stuff and was unfazed. Ben on the other while having seen crime scenes before wasn't immune to it. He had to take a moment to calm himself and bury any discomfort.

"I guess we found the missing people." Ben said somberly knowing their families were going to be told the tragic news.

"What on earth happened to them?" Simmons asked while looking away.

May stepped forward and kneeled down to examine one of the scorch marks. "No sign of fragment residue to insinuate it was a bomb. The bodies appear to have been crushed with tremendous force and yet there's no sign of anything having fallen on them." She then picked up a piece of torn clothing. "These pieces of cloth don't show signs of having been cut, more like something tore at them."

Seeing her examining the remains Fitz decided to join in. He ran a scan on the area and remains with his device but the readings got were all negative. Simmons decided to examine the large chamber for clues on what happened. Ben accompanied her just in case she by chance triggered any booby traps like whatever killed those poor souls. The two made their way to the end of where the next gate was. Simmons examined the gate and saw inscriptions writing on it.

"What's it say?" Ben asked since he was a few steps behind her keeping a watch out for danger.

"It's another riddle." Simmons said before reading it out loud.

 **He who shows their tribute may continue their path,  
Those who only seek to destroy shall meet their end.**

"Great… that isn't ominous in the slightest if those remains are anything to go by." Ben sarcastically remarked at the clear threatening warning that promised death. He rubbed his eyes trying to figure out what the new riddle meant.

"Ben…" Simmons said in a nervous tone.

Ben opened his eyes to see what was wrong. All of a sudden the words carved on the gate started to glow an illuminating blue. Before he could ask what was happening everyone in the room heard a loud rumbling sound. Ben and Simmons looked up to a startling sight.

The two knight statues that stood beside the gate had the opening of their helmets emitting the same kind of glow from within. The light from them was far brighter however as the statues began to actually move. Even the stone bodies seemed to actually change color going from a blackened earth to a more lively grayish color. Their heads turned to look down and see Ben and Simmons below them. As soon as they spotted them they began to raise their swords walk out of the spot they had been laying in.

"Ben!" May cried out getting his attention.

The two turned to her and Fitz only to see the sight of the dragon statue also coming to life. Its eyes were also glowing blue and the reptilian spread out its wings. It proceeded to unleash a savage roar that echoed across the whole room. After that the reptilian spotted May and Fitz in front of it. The beast growled and bared its fangs before getting off the pedestal and proceeded to creep towards the new prey.

"Great… now the dragon statue is coming to life too." Ben pointed out the obvious before smirking. "You know despite the fact our lives are now in danger I gotta admit they look pretty cool."

"Are you seriously commenting on that right now!" Simmons questioned incredulously.

"Hey say what you want about me but you can't deny this is awesome despite the situation. I mean this is like something straight out of a temple adventure movie" Ben remarked before turning back to see one of the knights raising their sword to bring it down on them.

With a quick flash of light Ben transformed and caught the sword between his now larger hands.

Ben's new form was now a dinosaur looking being that stood 12 feet tall. His body is somewhat humanoid and muscular with two arms and two legs. His legs are shorter than his arms. He has elephant-like feet and a long tail with a black mace like end that had three stalagmite looking spikes with the middle one being larger. His armored hide is light brown and he has a beige chest, abs, inner arms and lower jaw. Dark grey, stone-like spikes each shaped like the dorsal fin of a shark ran down his spine from the top of his neck to the end of his tail.

"Let's see how you guys handle Humungousaur." The reptilian like alien said with a bit of a struggle as held the weapon at bay. That didn't last long however as he gave a hard push and caused the knight to stumble back and hit the wall.

He quickly grabbed Simmons who yelped at the sudden action before jumping back. His actions saved her from the second knight's sword that struck the ground she had stood on a mere moment ago. Ben looked back to see the dragon closing in on May and Fitz. With that he ran to assist them since he had the feeling May's weapon wouldn't do much good against the animate creature.

His hunch was proven true when he saw May shooting at it but her shots didn't leave a scratch on it. Nevertheless she lured it at her to keep Fitz safe. The dragon took the bait and focused its attention on her. It then reared its head back a bit as it seemed to take a deep breath.

Humungosaurs eyes widened in alarm as he closed in knowing what the dragon was about to do. "Look out!" he yelled out as he tackled the dragon right at the moment it let out a torrent of fire.

The fire was like a large concentrated beam that May thankfully avoided due to its head turning angles. The dragon turned to the interloper angrily before roaring at him. Humungosaur quickly set down Simmons and told her to get away right before the dragon lunged at him. Reacting quickly the large alien spun around and slammed his mace end tail on the stone reptiles face. The action made its head veer away and stumble away from him for a moment before turning back at him for another go.

Deciding get more serious Humungosaur grew his body larger before reaching his maximum size of 60 feet. His muscles growing a bit more buff as a result while his stone like spikes grew larger and each split into 3 points that resembled the letter W. He now towered over the dragon and grabbed the beasts by the neck when it tried to bite him.

"Ben you got incoming!" May warned him as she had rejoined her teammates.

Humungosaur looked to the side to see the two knights heading towards him as they walked. He knew the rest of his team would be in trouble if they went after them. He had to find a way to get them somewhere safe while he dealt with them. That's when his eyes caught the sight of the second floor observatory at the end.

"That's it!" The super-sized alien said before punching the dragon upside the head causing to fall flat on the ground.

With it momentarily dazed Humungosaur ran to his team mates. Before they could object or question him, he scooped them off the ground in his large hands and quickly brought them to observation area.

"Get off." Humungosaur ordered as the three of them jumped off. "Stay here where it's safe."

"What about you?" Simmons questioned in concern.

The reptilian alien turned to his now triple opponents as they stood together. "I'm going to show these guys what an alien with more than 15 tons of pure muscle can do." He then glanced back at Fitz and pointed at the living statues before making one last remark. "And by the way Fitz if that isn't proof about magic then I say you're a dummy."

With that Humungosaur charged not bothering to wait for Fitz reply. One of the knights charged with its sword held up before swinging it down towards the alien's right shoulder. The Vaxasaurian dodged by sidestepping and using his tail to trip the knight as it fell to the ground belly down. Ben continued his momentum by attacking the second knight. When the second knight swung his sword sideways Humungosaur retaliated by swinging his tail. The spikes on his limb collided with the stone sword stopping the blade in its tracks.

He then wrapped it around the weapon before ripping it out of the knight's hands. Tossing the weapon to the ground he then proceeded to punch the knight across the helmet before grabbing him and lifting him off the ground. He then proceeded to throw the knight right on top of his twin companion who had been coming at him from behind.

"Ben on your six!" May called out.

The Vaxasaurian turned around only too late to see the dragon unleash another breath of fire. The scorching hot flames struck the alien covering his entire upper body in its fury. Humungosaur actually let out a suppressed yell of pain at how hot the flames felt. These flames could even compete with Heatblasts when he was angry.

"Ben!" The team called out seeing he was in pain.

Humungosaur grit his teeth raising his arms to try and block out the flames. His tail wagged around from the pain but as it did he felt the limb brush against the stone sword he had disarmed the knight off earlier. Finding an opportunity he reached down to grab the sword and once he felt he had a grip on it he threw it at the dragon with all his strength. The blade flew across the air like a throwing spear as it struck the flying reptile head on. The sword imbedded itself on the dragon's chest causing the great beast to cease its inferno and roar in pain. Large cracks appeared all across its wound.

The Vaxasaurian opened his eyes now that the heat was off and saw the dragon's wounds. He ran at the living statue and before it could react he delivered a palm strike at the strike. The added force drove the sword in deeper and caused the cracks to expand. The dragon's body fractured into pieces as it fell apart into rubble. The sword was the only thing that didn't break from the hit. He grabbed the sword and pulled it from the rubble before turning to the two knights.

"Catch this!" Humungosaur called out before throwing the sword again like he did before.

This time the sword struck one of the knights by the neck and decapitated it instantly. The sword went right through the neck and lodged itself into the wall while the now headless knight fell over backwards.

"And then there was one." The large alien said with triumph as he turned to the last one standing. "That just leaves you and me now." He told the silent stone animation.

The final knight didn't show any reaction. Instead he merely raised his hand in the air. All of a sudden the sword shook before flying out of the wall backwards and the hilt landed on the open hand which then gripped it.

"Well that's handy." Humungosaur remarked not feeling worried. "But sword or no sword you're still going down."

A low rumbling sound caught the dino like aliens attention. He looked to see the decapitated knights head shaking before it rose into the air. It's headless body then stood up where the head reattached itself back into place. The cracks disappeared as if they has been filled with fresh cement as it was now good as new.

Humungosaur blinked. "Ok that's a useful thing."

"Rooooooar!"

Ben turned to see the noise to see the dragons head roaring at him while floating in the air along with the rest of its body. The pieces rotated, getting into position before they all flew into one spot and reformed. In less than a moment it's entire body was restored to prime conditions. The dragon then let out another roar only this time it seemed it was both a battle cry and an expression of anger.

"Ok this might be harder than I thought." Humungosaur admitted in surprise before punching his palm. "But then again I always do like a challenge."

The dragon spun around to slam him with its tail but Humungosaur stepped back to avoid it. However he was unable to avoid the dragon's jaws when it lunged at him like a snake. The fangs bite into his arm sinking into his flesh and drawing blood. Needless to say the larger alien released a pained yell. His thick skin thankfully stopped the teeth from sinking in completely. He grabbed the dragon's lower jaw and forced its mouth open to free his arm. He then quickly delivered an uppercut that shot its head upward before it fell at the ground in a daze.

"That was not pleasant." Humungosaur said darkly before he quickly turned around to see the knights coming at him again with their swords drawn.

This was going to be a long fight.

* * *

 **30 minutes later**

"Ahhh!" Diamonhead cried out as he hit the ground on his stomach and slowly pulled himself up while panting a bit.

He turned to see one of the knight statues pull himself back together again after he had made crystals erupt from within its body. The dragon which had been restrained in a crystal cage broke free thanks to the second knight smashing it open. With that all three of them came after him again.

Needless to say the fight had not been going well for the experienced hero.

No matter what Ben did these statues just wouldn't stay down for good. He had tried just about everything in order to beat them. He had tried Humungosaur's strength to break them into pieces. Used Big Chill to freeze them in solid blocks of ice. Had Heatblast burn them so much they melted into molten puddles. Got Echo Echo to bombard them with so much sound that they were reduced to sand and lastly where he was now when he had tried Diamondhead.

Yet despite all that they just kept reforming and coming after him no matter what he did. They were proving to be relentless in every sense. He was even starting to wonder if these statues were completely immortal. If they were then how could he defeat the undefeatable?

"Come on Ben, hang in there!" Simmons called out to him.

"He's not going to last much longer at this rate. Those bloody sculptures just won't to drop dead." Fitz commented in concern. Heck it was him who gave Ben the idea to try melting them but that didn't work.

"How can he beat something that recovers almost instantly no matter what?" May questioned out loud not knowing what else he could do to try and win this fight.

The worst part was she knew she couldn't help him. Her weapons didn't faze them, her martial arts would only hurt herself if she tried hitting them and there was the fact Ben specifically told them to stay up here. She would've had no problem disregarding that request if she could help him. But sadly the most she could likely do was just be a distraction which wasn't what he needed. He needed a solution to this problem.

"The key to defeating them has got to be in that riddle." Fitz spoke out.

"Yeah but the real question is what is the answer?" Simmons questioned while trying to solve it as well.

Unknown to the team was that Ben was thinking the same thing.

 _"What could be the key to getting past them?"_ Diamondhead thought while avoiding the two knights' swords and jumping over the dragons head when it tried to bite him.

He punched the ground and made a wave of crystal pillars rise from the ground. They arose like a tidal wave as tall as the knights covering the entire place until it looked like a crystal forest. The three statues stepped back when the crystals threatened to burst under their feet. They stopped just a few inches from where they were. A large blockade now stood between them and their opponent.

 _"That should buy me a bit of time."_ Diamondhead though before using the time he bought himself to keep thinking.

The knights raised their swords and started hacking down the crystals like machetes to plants. The dragon stood back and slowly advanced as they did.

 _"Those who seek destruction shall meet their end…"_ Ben repeated the second part of the riddle before a possible sense of realization. _"I've been trying to defeat these guys the entire time but nothing works. Does that mean as long as I keep trying to destroy them I'll end up dead?"_

It certainly seemed like the case. It was looking like one of those no win scenarios. He thought about the first part of the riddle that spoke of tribute in order to pass. Did that mean he had to offer something in order finally clear this obstacle? But if that was it then what did he have to offer?

His thoughts were interrupted when he saw the knights finally clear their way to him.

"I need more time." Diamondhead said before he transformed in a green flash just as one of the knights struck the ground he had been standing on.

"Ben!" Fitz and Simmons said in momentary panic. That was soon replaced by confusion when they saw that he was nowhere to be seen.

They weren't the only ones. The knights were looking around in confusion wondering where their opponent disappeared to. The dragon was also searching around but unlike the others it was sniffing the ground trying to pick up a trail.

Unknown to everyone was that in a shadowed corner of the wall was ChamAlien camouflaged from sight. His shadow which was the only thing that would've giving away his position was unseen due to the shade he was in.

 _"Perhaps now I can figure out that riddle."_ The reptilian alien thought before putting his thinking cap back on.

The animated statues continued to look around for their opponent. The dragon kept sniffing the ground before growling a bit as the knights turned to him. The stone reptile sniffed the ground before trailing up the wall towards ChamAliens hiding spot.

 _"How does a living statue even have a sense of smell?"_ ChamAlien thought before quickly moving to another spot on the shadowed wall to hide in. When the dragon followed the scent to his new spot Ben quickly moved again to avoid him.

This kept on with ChamAlien continuing to move in the shadows trying to throw off. The dragon kept scaling the wall in pursuit of him until he stopped all of a sudden. He then suddenly turned his head and looked towards the observation deck where the other humans were.

"Uh oh, I don't like the way he's looking at us." Fitz commented as the dragon stared at them.

It then growled at them before it jumped off the wall and started to stalk towards them. Apparently it found them to be its new targets. And judging by the look on his face he might be hungry.

"Umm May any ideas for how to handle this?" Simmons asked not liking the situation now.

"We're over forty feet above ground, there's no exit tunnel up here and it's already been proven my weapons are useless against them. If that thing breathes fire into this room we'll all be roasted extra crispy." May stated the outcome with disturbing calmness despite basically saying 'we're all gonna die'.

Ben however wouldn't have any of that.

"HEY!" ChamAliens voice echoed across the room drawing attention.

The dragon turned to look behind him at hearing the voice. The knights looked to where they believed to have heard the voice originate from. They got their answer when a spot in the darkness shimmered to reveal ChamAlien looking at them with a glare.

"My team is not some offering to be sacrificed so leave them out of it!" ChamAlien challenged trying to goad the dragon to come back and face him. He knew his teammates wouldn't survive a faceoff with the living statue.

The dragon turned back around to face him apparently accepting the challenge as he crept towards him again. Ben was actually surprised that worked so easily. He thought he'd have to attack the dragon to get its attention back to him but it just accepted his challenge. Now that he thought about it, the knights didn't try to go after his friends either. Did that mean they actually possessed some intellect?

ChamAliens thoughts were broken when one of the knights swung their sword on the wall he stuck to. He jumped down landing on the ground avoiding getting bisected. The second knight came forward with his own sword in a downward swing. The chameleon like alien avoided this by springing forward and going passing underneath its legs. That unfortunately put him right before the dragon who exhaled another breath of fire.

A green flash of light enveloped ChamAlien right before the flames engulfed him completely.

The fire suddenly began to split around something like water against a rock. When the dragon finally ceased its attack it saw a glowing red hot sphere which they recognized as Cannonbolt from before. His hard shell shielding him from harm as he stayed rolled up like an armadillo to avoid danger.

The knights moved forward and started to strike the armored alien with their swords.

 _"Tribute means offering so maybe I'm supposed to offer them something to prove myself."_ Cannonbolt thought while he continued to take a pounding but tried to ignore it to concentrate. _"But what exactly am I supposed to give them? I don't have anything else with me."_

The two knights ceased their pounding when they heard the dragon roar at them telling them to move. The dragon then lunged at the sphere and took it into its mouth trying to bite it apart with his fangs. Despite his sharp teeth and the intense pressure his jaws were attempting to apply Cannonbolts shell still wouldn't give in. He then began to thrash his head around while trying to bite harder to break through. Cannonbolt felt this but still kept his guard as he tried deciphering the riddle.

 _"Wait a minute…"_ Cannonbolt pondered as a sense of realization was starting to form in his mind. _"This is a temple located in the UK. The interior features many knights, those painted engravings seemed to depict a castle… and my opponents are knights as well. A knight is an expert at riding horses, the use of swords and jousting. They possess a sense of honor and show their…"_

Cannonbolts train of thought halted as his eyes widened in awareness. The answer to the riddle had finally shinned in his mind. He knew what he had to do now.

The dragon got tired of trying to bite his prey and threw the spherical alien aside as he spat him out. Cannonbolt bounced on the ground and rolled a bit until he finally stopped. When he did he uncurled himself and transformed back into Diamondhead. He then raised his left hand and formed a sword which he gripped tightly.

The dragon hissed at seeing him wield a sword while the knights stepped beside him and raised their own blades. The two then began to step forward together. Diamondhead however didn't move from his spot as they got closer and closer. When they were finally in front of him they began to raise their swords over their heads and prepared to bring them down. This time however their swords began to glow and emitted a strange blue light.

Ben chose to ignore the new phenomenon. Instead he responded by lowering his sword and sticking it to the ground while keeping his grip.

"What's he doing!? Is he surrendering!?" Fitz said in panic seeing he wasn't putting up a fight anymore.

 _"What're you doing Ben?"_ May thought wondering what the heck he was thinking.

The knights brought down their swords as Diamondhead still didn't raise his guard or try to avoid their attacks.

"BEN!" Fitz and Simmons called out as he seemed like he wasn't even trying to fight back anymore.

A loud crashing sound filled the room as the two knights finally made contact.

* * *

 **That's a wrap for this chapter people. I'll admit that this arc has been a challenge for me since it's all original stuff to me.** **Now remember what I said about the poll. If you vote yes and have an alien in mind then leave it in your review and I will get back to you. Remember I won't accept DC aliens or those that are completely robotic like a Transformer.**

 **The next chapter might be out before Christmas or on New Years.**


	11. The Past Resurfaces part 2

**MERRY CHRISTMAS AND A HAPPY NEW YEAR! XD**

 **It feels nice to be back again after awhile. Things were kind of busy for me and I must confess that I got a Nintendo Switch and the game Super Smash Bros with it. Now I'm hooked to the game as I try to clear adventure mode so this will take some of my time away from writing. However I won't be completely diverted from it.**

 **In regards to the poll I have received some votes and ideas but they stopped weeks ago. There is one in the lead but I would like to see a few more cast their vote before I make that final decision. So if you haven't voted or voiced an opinion on an alien you'd like to see Ben gain then feel free to speak out.**

 **Now then let's continue with the story as we get deeper in the arc.  
**

* * *

 **Chapter 11: The Past Resurfaces part 2**

A loud crash was heard as the two swords wielded by the knights struck the ground. Ben's teammates were worried for his wellbeing after seeing him not put up any resistance. The cloud of dust began to dissipate to reveal their companion.

The dust cloud parted to reveal Diamondhead. Only he wasn't harmed in the slightest. The reason for that was because the two swords that had been about to crush him were beside him. They had struck the ground less than 3 inches away from his body. The Petrosapien was down on one knee in a kneeling position as if he were bowing to someone.

The two knights raised their swords as they looked down at the alien hero. The dragon was also staring at him from the back as all four were unmoving. Silence filled the room as even Ben's teammates were quietly wondering what was currently happening. Finally after a few more moments the standoff was broken.

The knights lowered their swords having them touch the ground while the dragon seemed to get a more calm expression. Diamondhead raised his head and looked at the two knights before him.

 **"You have passed the test."** The knight on Ben's left spoke up earning startled looks from Diamondhead and the team.

 _"It can talk!?"_ Fitz and Jemma thought at the same time.

"You could talk this entire time!?" The crystal alien questioned incredulously.

 **"You have proven yourself worthy of proceeding past the gate and seeing what lies beyond it."** The other knight spoke next, ignoring Ben's question.

With that said the two knights walked back to their own pedestals and raised their swords.

Ben couldn't see why they were doing that from his where he stood. His teammates however could from their higher altitude. They saw what looked like circular panels on with openings almost like keyholes. The knights inserted their swords inside and then proceeded to rotate them.

The faint sound of rumbling was then heard as the gate began to rise, allowing access inside. Once it was fully open the knights then turned to the alien hero.

 **"You may now proceed ahead if you so desire it."** The knight on the right spoke.

"Why did you kill those researchers?" Diamondhead questioned now that he knew the statues had wills of their own.

 **"Those who trespass and fail to pass the test pay the price."** The left knight answered before gesturing to the now open gate. **"Will you choose to proceed…?"**

Soon as he asked that question another rumbling occurred. The alien hero looked back to see the entrance they came in from reopening.

 **"Or will you turn around and leave?"** The knight on the right finished the question.

"Ben." May spoke up which got the aliens attention as he turned to her. "We came here to find the missing researchers." She looked to the remains. "That was our objective and now we found out what happened to them. We should leave now while we can."

Though she was curious about what was beyond the gate she wasn't going to let curiosity compromise her. They came here with a specific purpose and not to mention there was no telling how many more obstacles were left before reaching the end. The difficulty was growing with every room they entered and she had no desire to see what further dangers her team would have to face. Besides that Fitz and Jemma were her for research not to get in the middle of combat. They were a liability in that kind of situation.

Ben listened to her request and thought about it. It was true that the safety of his teammates comes first and that they had found the missing people. However abandoning something was an action he didn't like. Also he didn't know why but he had this desire to see what was waiting at the end of all this. To see what was being protected that had cost the people they're lives. There was also the fact that he felt leaving without solving this mystery would be an insult to his beloved ex-girlfriend Kai. She had never abandoned an exploration or excavation and neither did he on their trips together. He certainly didn't want to start now either.

"You guys get back to the surface I'm going to go on ahead." Diamondhead said earning surprised looks from the team.

"Ben I said we should pull out. In case you don't know, I'm now ordering you to fallback." May said sternly.

"With all due respect May, Fury's orders were to also uncover everything we can about these ruins." The Petrosapien shot back. "Our job is only two thirds complete and I've now gained access to the next room. I can go ahead and continue the investigation on my own while you get the team safely back out."

May said nothing for a moment as she considered his words. He was right that Fury did order them to investigate as much as they could. But the idea of sending him off alone to continue didn't sit well with her. She wasn't so worried about his wellbeing since she knew he could handle himself. The problem was that by sending him alone then anything he saw and learned would have to be taken by his word alone. Despite his time in Shield there was still some distrust of Ben so taking his word alone might not be enough.

"I say let him do it." Fitz said earning May's attention. "You haven't noticed yet but none of our more advanced gear is able to get a relay signal in here." Fitz mentioned as he took out his special modified phone and showed that it had no signal. He even showed his special miniature camera that was in the form of a badge. "My recording equipment isn't functioning and even my satellite uplinked mini camera can't connect to my laptop."

At hearing that May and Simmons took out their own communicators and saw it was indeed true. Neither of them could get a signal from the outside. They were completely cut off somehow.

"Fitz is right." Simmons confirmed after checking her own gear.

"So we're completely cut off from the outside world." May stated not liking that bit of info. "If we split up then we wouldn't be able to remain in contact with you Ben.

Simmons then turned to May "But do we all really have to leave? Couldn't we continue together?" she asked but before getting an answer from someone unexpected.

 **"Only those who proved their worth may pass."** The knight on the right said.

 **"You who have passed the test of knowledge may pass along with the one who passed the test of humility."** The knight on the left said as he turned his head slightly to look at Simmons when he stated this.

"What about the others?" Diamondhead questioned.

 **"Attempt to enter with them and you shall all face judgment for defiling our warning."** The knight on the right answered with a concealed threatening tone.

The threat was further enhanced when a growl was heard. They looked to see the dragon glancing at them with a predatory look. The inside of its mouth slightly lit up with flames as a warning for them to not try anything foolish.

At hearing this latest information the Petrosapien turned to Simmons. "It's your call Simmons you wanna proceed ahead with me or go back with the others?"

Simmons looked unsure of what decision she should make. Her scientific curiosity made her imagine all the possible discoveries that could await her deeper inside. On the other hand she had seen the dangers they had faced so far and it seemed like only Ben was capable of handling it. But now that she thought about it she wondered why she was being so hesitant. She was a bright young woman in Shield and she shouldn't be letting a little fear stop her from pursuing her career. Already everything they had seen so far seemed like a once in a lifetime archeological discovery. She couldn't just turn tail and leave when there was so much more to see.

"I'll go with him." Simmons told her teammates.

"Simmons are you sure about this?" May questioned her in slight concern for her wellbeing.

"I'm sure." Simmons confirmed. "After all if everyone had stopped researching due to fear then we'd still be living like primitives." She added the last part playfully to lighten the mood.

"I don't like this Jemma." Fitz remarked showing his dislike at the idea of them splitting up.

They hadn't split up in a long time. They usually always stuck together only ever separating when they needed to conduct separate investigations. But in those circumstances they always maintained contact with one another. In this place they wouldn't be able to stay in touch which worried him. Even when they had to split up they always reunited and solved their problems together as a team. Now however this would be Simmons solo investigation into the unknown. Sure Ben will be right beside her to ensure nothing bad happens to her but that still didn't erase his worries.

"I'm not exactly excited to be going alone without you either but I have to." Simmons replied. "We're scientists Fitz and I have a job to do."

"And don't you worry. I won't let anything happen to her, you can count on that." Diamondhead swore.

Fitz said nothing for a moment after hearing Ben's assurance then he finally broke the silence. "Ok then, you better be careful in there Jemma." He said giving his support.

Simmons nodded. "I will, after all I'll have Ben watching my back." She then looked down and saw the large drop to the ground, definitely not recommended. "Umm Ben a little help getting down."

"No prob." The crystal alien said before raising his hands.

From the ground below erupted multiple crystal pillars in a straight line. The tops were completely flat as they formed a staircase wide enough for a tank to roll through. The team walked down the large steps making their way to the ground floor. When they did the two got ready to leave.

"You both better come back you hear me?" May sternly ordered not wanting to end up reporting them MIA or worse KIA to Fury. That would be news she wouldn't want to due to it happening on her watch due to a decision she made.

"I have no intention of making this place either of our graves." Diamondhead stated.

"Try not to jinx it Ben." Simmons cautioned.

With that the two said their final goodbyes. May and Fitz left the way they came in. Ben made sure to keep an eye on the dragon when they went underneath its pedestal door for any trouble. When they finally went in the gate closed and the dragon statue returned to its lifeless form. When that was finished Diamondhead reverted back to Ben before he and Simmons went through the other gate. When they did the two knights returned to their original positions and returned to slumber. Their awakening now tied to the next person who passes the first test. However many more years or centuries it would take for that to happen.

* * *

The now two person team trekked through the tunnel wondering what awaited them next.

"Are you nervous Simmons?" Ben asked his only remaining teammate, wondering if she felt uncomfortable being by herself with just him. Considering they just met today he began to think if she might be feeling uncertain with an unfamiliar ally.

"Well maybe just a little." Simmons confessed. "This is the first time I work without staying in touch with Fitz."

"Hey don't you worry. I'll handle whatever is waiting for us and I'll watch out for you too." Ben reassured her showing his commitment to her safety.

"Much appreciated." Simmons expressed her thanks. "You know, you seem so different from the average Shield agent."

Ben raised an eyebrow at her remark. "Different in a good way or bad?" he questioned.

Simmons shook her head. "Nothing bad just different from what I'm used to. Most of the other agents we've met have all been strict, professional and in control of their emotions. You on the hand are like the opposite of them."

"Yeah well I figure it's better to be expressive than monotonous." Ben commented before glancing at her. "You're not exactly like them either you know.

"Well like I've said, I'm a scientist not a soldier." Simmons asserted the main difference between them.

"Even so you could've been a dull researcher who shows no excitement in discoveries." Ben said while momentarily picturing Simmons as an expressionless scientist writing on a great discovery on a note pad as if it were just another day.

Any retort that Simmons was going to say was silenced when she saw the light at the end of the tunnel. The two proceeded ahead with Ben taking point just in case. When they entered they were treated to another room only this one seemed the strangest of all.

The area was spacious like the second chamber but the entire sides of the walls had mirrors. The reflective surfaces reached all the way to the ceiling and went right to the other end of the room. The place looked like it was sealed in with all those mirrors as there didn't seem to be anything else in the room. Also they didn't know why but something about those mirrors seemed different. For starters they had no splitting lines between making them seem like each mirror on opposites walls were all just one big reflective surface. Also mirrors seemed to have this slight coloration to them as if they were illuminating at a barely unnoticeable level. It was also strange that were was light in the room despite there being no fire or source of it emanating from the room. If they didn't know any better they could swear the mirrors were the source of light themselves.

"Okay I was definitely not expecting this room to look like an ancient fun house of mirrors." Ben said out loud to himself.

"I second that." Simmons said with her own eyes widened as she gazed at the room.

The two cautiously walked forward keeping their eyes out for any possible traps. Their gazes inadvertently being drawn to the mirrors beside them as they reflected themselves staring back at the originals. Ben didn't know why but something about this place was making the hairs at the back of his neck stand up.

They both finally made it the opposite end and were greeted to an interesting yet unexplainable sight.

In front of them was another mirror only this one had a frame and didn't extend to the ends of the walls or ceiling. It was about 15 feet tall and 8 feet wide. Beside the mirror was a tablet on top of a small pedestal with writing on it like before while on the other side there was another pedestal that held a fiendish looking mirror.

The mirror was round with a black reflective surface. The top had a small triangular tipped point like a diamond. Around the diamond were wing like extensions connected to the frame that went around the jewel. The mirrors handle had what looked like a metal skull carving on it and had a sharp tip at the bottom.

However that wasn't what caught their main attention. What they found unnatural was the fact that they saw the tunnel to the next room reflected in the surface as if it was right in front of them. The part that was more disturbing was that the fact their reflections weren't present in the mirror as if they didn't exist.

"Please tell me I'm not the only creeped out by what I'm seeing." Simmons asked her teammate feeling goose bumps starting to form on her skin as she rubbed her arms.

"No your not alone cause I think I just felt a chill go down my spine." Ben remarked after shuddering a moment. He walked behind the mirror and looked to see there was nothing behind it except a completely black side. And looking forward he saw nothing but a wall making a dead end. "And the strangeness continues." He whispered the last past.

He went back to the front and saw Simmons reading the tablet on the pedestal.

"What's it say?" Ben asked.

"It's another kind of warning." Simmons spoke out before reading it.

 **"Those with darkness shall perish from their sins while those with light shall find their way."**

"Darkness and light?" Ben wondered on the mention of what he thought was referring to good and evil. This one sounded like it was saying that those who were evil would fall and only the good would find the door. But if that was the case how did the ones on the side of good find their way?

"I have a vague idea of what it seems to mean but I don't know how we're supposed to advance." Simmons stated while having a thoughtful expression as she tried to think more.

Ben meanwhile went to the large mirror reflecting the passage way. He ran his hand on the thin surface trying to see if it would react or something. When he finished and nothing happened his eyes drifted to where the smaller mirror was set down. He walked towards it and slowly leaned down to see his reflection on the dark lens.

He then turned to his teammate. "Hey Simmons you think this thing might be a clue to solving it?" Ben questioned.

Simmons turned to him and saw what he was referring to. "The second mirror?"

"Yeah I mean this thing is on a pedestal like the tablet so what if it's a part of the puzzle?" Ben asked before turning back to the small mirror… and saw the lens completely darkened as a pair of evil glowing purple eyes stared back at him.

Needless to say Ben got startled as he leaned backwards. "What the heck!?"

Before Simmons could ask what was wrong the black mirror suddenly began to glow with a purple aura. What followed next was a large red clawed hand of energy erupting from the mirror. Before anyone could act it lunged and grabbed Ben by his face in an iron grip. The alien wielder grabbed the arm with both hands trying to pry it off him to no avail. Just when he was going to transform to try and make it let go, his entire body glowed red before he was pulled inside the mirror. The black lens then went back to normal and the evil eyes that had been there before were gone now.

"BEN!" Simmons yelled out in panic at seeing her comrade pulled into the object.

Suddenly all the other mirrors with the exception of the gate began to glow with a tremendous light that blinded her.

"What's happening!?" Simmons shouted while shielding her eyes.

* * *

 **In parts unknown**

"Where the hell am I?" Ben's voice echoed across space as he looked at his new surroundings.

He was standing on top of what looked like a glass floor that expanded with no end in sight. The area was filled with what looked like mirror panels all facing random directions. The mirrors were all the same size being as tall as a garage door but halve as wide. The area above him where a sky would've been was completely black. However it wasn't empty as there were millions of crystals in the form of hexagonal pyramids. All of them looked perfectly carved and identical as they acted like street lights from how they were glowing brightly. The room had enough light for him to see thought it was still dark like nighttime.

He walked ahead and observed the surrounding mirrors. After falling into this weird place he wondered how he could get out. He thought maybe there was a portal up above from where he fell. So he turned into Stinkfly and flew up into the air searching for an exit. However that soon proved futile as he kept going up and up and yet there seemed to be no end to it. There were more floating crystals above that filled the air with no end either.

"Man there's nothing distinct in this place, it's all too similar." The insect alien muttered in distain. He looked down and saw he was far from the ground. "I don't know why but I'm feeling uncomfortable up here for some reason."

It was weird usually he's just fine when flying. Heck he enjoyed the simply action but something about this place made him feel uncomfortable. If it wasn't for the floor below him he wouldn't have known which way was up. Now that he thought about it his own body felt different in this place.

"Maybe I should- GAHHH!" Stinkfly's sentence was literally cut short when a painful sensation was felt on his back. His left wing was torn off and his right wing ceased all flapping as a result. The buggy alien then began to plummet towards the ground. "Dahhh what hit me!?"

He looked up trying to see what had attacked him but found nothing. His gaze then returned downward to see the approaching ground closing in.

"No way I'm going to end up splattered on the ground!" Stinkly said before transforming into Big Chill.

Using his new set of wings he slowed his descent but winced as his shoulder still ached from the hit he received. His transformation undid the outer damage he sustained but not the inner one. He still felt bruised on the inside but didn't let that stop him as he was once again air born. His body was now only a few dozen feet from the ground. He looked around for the cause of his injury but still couldn't find it.

"Where the hell is- WHOA!" Big Chill cried out when his entire body was suddenly frozen over in ice and he fell the remaining distance to the ground.

The icy boulder collided with the ground and rolled a bit before stopping. From within Big Chill turned intangible and phased out of the block of ice before looking up. This time seeing the culprit as his eyes widened in disbelief.

There in the air above him was an exact lookalike of Big Chill himself. The only difference was that this version had purple eyes just like the one he saw in the mirror before he got pulled in.

"Great… another evil version of myself." Ben complained in apprehension. "Like I didn't already have enough of that with Eon, Albedo and even my own alternate dimension counterparts. "So what do I call you then?"

The evil clone gave no verbal answer. Instead he took a deep breath before unleashing another freezing breath attack. Big Chill flew sideways to avoid the attack as his counterpart also flew heading straight for him.

Wanting to test something Big Chill changed form as he turned into Heatblast and fired a huge stream of fire at the Necrofriggian imposter. The fire seemed to engulf the moth like alien as he disappeared from sigh as he flew right into it. When Heatblast stopped he looked around but didn't see him anywhere. He wondered if the imposter went underground but his thought was soon answered when he was struck from behind yet again. This time by a fiery ball of magma that knocked him to his knees.

Heatblast quickly looked back just in time to see a replica of the Pyronite emerge from a mirror behind him. The imposter walked out of the mirror and raised his hand before unleashing a torrent of flames at the downed original. Heatblast responded by firing his own torrent of fire of equal size back at him. The two opposing flames collided creating what looked like two waves that had struck each other. The two flames struggled for dominance over the other but neither side gave an inch.

When the fire died down Ben saw that his counterpart still there unlike before when the Necrofriggian pulled a Houdini.

 _"Is this guy the same one I was fighting or is he another duplicate that emerged?"_ Ben thought while keeping his focus on his surrounding in case that was true. He figured that the first attack must've been a copy of Stinkfly that used it's stinger to slash his back. "So you're not going to say anything either huh?" he asked.

The Pyronite replica didn't answer but he did give out an expression. His eyes narrowed and an evil taunting smirk grew on his face. Ben found it annoying and yet kind of creepy at the same time.

"Okay your starting to creep me out." Heatblast said before he charged at the lookalike who did the same thing.

The two Pyronites met as they engaged in hand to hand combat using their large hands. Both of them blocked and parried the other while trying to get the upper hand against the other. Eventually Ben had enough and transformed into XLR8 to mix things up. However that's when something unexpected happened.

The importers body glowed purple before disappearing from sight leaving the alien speedster alone again.

"Where did he?" XLR8 muttered before quickly looking around and spotting the answer.

There in a mirror a distance from him and casting his reflection was another XLR8 that quickly emerged from its mirror and ran at Ben. The true Kineceleran dashed at his enemy as well and they both speed across eachother producing a spark as their claws had hit the other during their pass. XLR8 stopped and held his side which was hit while his look alike had also stopped and held its forearm showing where it got it.

 _"So that's it, he can't change his form like I can. Instead the previous live reflection disappears and is replaced by a new one cast from a mirror reflecting my new form. It seems the reflection is connected to my current form and can't remain if what it was cast from isn't the same anymore."_ The speedy alien thought to himself in wonder. At least now he knew more about his situation. Not to mention that he wasn't going to end up facing a growing number of enemies every time he changed form.

"Okay poser I'm gonna state two things." XLR8 called out earning a raised eyebrow from the replica wondering what he meant. "First since your some kind of living reflection created from a mirror I'm just going to call you whatever form you are with an M. Since we're both XLR8 now I'm calling you M-XLR8. The M standing for mirror just in case your too stupid to realize that."

The replica narrowed its eyes at the insult but Ben continued.

"Second, let's see how well you can imitate me. Cause you're not the first one I've faced." XLR8 challenged the before the two went at it again in twin blurs of motion that struck eachother trying to gain an edge over the other.

* * *

 **Back in the real world**

"Come on Ben you can do it." Simmons cheered as she watched the battle taking place from wall mirrors.

Right when Ben had disappeared, the mirrors on the walls all began to glow an intense light. Simmons was blinded by it and thought she was going to vanish as well. It turned out however that the mirrors had simply been activated to show a live broadcast of Ben in some kind of other dimension. She had seen him trying escape before getting attacked by a duplicate of his current alien form.

Needless to say she was surprised by the event as she was now baring witness to Ben literally fighting himself. Two blurs were all she could see at first but then the mirror seemed to show the battle in slow motion. Now she could clearly see the two speedsters dashing, clawing and even tail swiping the other. It was all so strange, these mirrors acting like special surveillance as it showed her the other dimension.

"Boy I wish Fitz was here. This is all really starting to look like the work of magic." Simmons said at the thought.

Contrary to her partner she wasn't so dismissive on the subject. Having been a huge fan of the Harry Potter franchise since she was a little girl, her mind was more open to the idea. Heck she even secretly delighted in the idea of magic existing. Though she kept that secret from Fitz knowing he'd never let her hear the end of it.

She saw Ben transform again, this time into a large red alien with quadruple arms. The copy of XLR8 vanished as a duplicate of the red alien emerged from another mirror and engaged Ben in hand to hand combat.

* * *

 **Back in the Reflection Realm**

"Haaah!" Four Arms yelled out as he delivered a jab at M-Four Arms.

The living reflection put his guard up to block it and then delivered a leg swipe that knocked Ben to the ground. With his enemy downed M-Fore Arms attempted to stomp on the Tetramands head. Fore Arms quickly rolled away just enough to avoid getting squashed and then grabbed M-Fore Arms leg with two of his arms. He then pulled them causing his reflection to get knocked down now. He quickly got up and went to grab the imposter by the legs but got kicked away in the chest when his enemy folded them back and hit him with both. M-Fore Arms then flipped himself back on his feet before jumping at him to perform a flying elbow drop.

Four Arms responded by using his legs to catch him by the chest and then throwing his duplicate over himself while inadvertently flipping him. M-Four Arms ended up landing harshly on his back but after a moment he rolled himself upright and got back up. Ben having done the same thing as well as the two brutes went at it again.

The two Tetramands went back to hand to hand combat. Their battle looking like something you'd see in a championship boxing match as the two went at it. Four Arms managed to land a jab at his opponent's gut that made him double over. But then he received a reverse head butt under his chin in return. With Ben stunned from that hard blow M-Four Arms delivered a vicious right cross that made his body spin around and crash face first into a nearby mirror.

 _"Urgh I'm going to be feeling that tomorrow."_ Four Arms thought as his jaw felt sore but was thankful it wasn't dislocated at least. He then turned back to face his counterpart and his eyes widened an alarm. He quickly ducked right under a punch that had been aimed at his face. He caught the next punch that was thrown at him before catching the next one and the next before all four of their arms were now locked together. The two muscle aliens put their strength into trying to push the other back in a reverse tug or war. Neither side gave an inch as they seemed evenly matched.

"You're not beating me punk!" Four Arms challenged as he glared at his counterpart who returned the look as they both gritted their teeth. Ben saw the copy rear his head back to try and headbutt. "No you don't!" He said before doing the same thing as they both struck each other's forehead with their own.

Needless to say that proved to be a terrible idea.

"YOWWW!" Forearms yelled as he let go of his opponent and was now clutching his aching head. M-Four arms did the same thing with an equally pained expression despite not making any sounds of pain or discomfort. "Owww why the hell did I think that would be a good idea?" His head felt like it was throbbing already.

He opened his eyes and saw his copy in the same boat as he clutched his own head. M-Four Arms opened one of his eyes and glared at Ben before he shook off his pain and went for a straight jab at him. Four Arms evaded to the side and grabbed the stretched out arm, spun around and pulled him forward as he performed a shoulder toss. Even though the action caught M-Four Arms was caught by surprise he managed to react fast. The duplicate bent his body during the toss so that his feet touched the ground first and used them as an anchor to catch himself with. He also caught a grip on Ben's throwing arm using it as extra lavage to steady his fall. The result was M-Four Arms body ending up positioned like a part of a human table avoiding any harm altogether.

"Catch this!" Four Arms said before he decked the other Tetramand on the head. M-Four Arms was unable to avoid the hit due to his position as he fell to the ground. But regaining his senses back quickly he grabbed Ben by the legs with all four of his arms. "Hey what're you… woah!"

Four Arms yelled as he fell backwards on the ground and then got pulled in and flipped in midair before getting slammed to the ground. "I'm really getting tired of this…" The Tetramand said as he was getting sick of this fight.

This was the most troublesome battle he had been in where he had to fight himself. Even when he fought Albedo or his own dimensional counterparts they at least had the decency to choose a different alien to fight him with. But this mirrored copy of him was constantly using the same form he utilized. Every time he changed it would bring out a new one to match him. At this time rate this fight was going to end when he tired himself out and ended it beaten.

 _"I need to figure out how to end this."_ Four Arms thought before he and his copy got themselves back up.

M-Four Arms lunged at him again going for a spin kick. Four Arms managed to put up his guard up in time to block it and then capitalized in it by grabbing his counterpart's ankle. He then grabbed it with two more of his arms before pulling him off the ground and started spinning him around. He increased the spinning ratio until he looked like a miniature red twister. Finally he let go of M-Four Arms who went flying through the air helplessly like a cannonball. The mirror alien could do nothing as he crashed head and back first into a mirror. The reflective surface didn't budge or even crack from the extreme impact. M-Four Arms body fell to the ground when all momentum had been cancelled out. He had a pained expression along with a glare at Ben. If it wasn't Four Arms having such high durability Ben was sure that collision might've severely sprained the neck or back from place. Nevertheless it was clear M-Four Arms was down but not out as he pulled himself up again.

 _"This is never going to end at this rate. I need to figure out how I can beat him for good… but how."_ Four Arms thought as he recalled how the fight began and for anything different he could recall.

That was when a small realization came to him as he recalled how his counterpart changed forms.

 _"Wait a minute."_ Four Arms pondered as he seemed to discover something. _"This guy has the same powers as the form I take and maybe the same biology but he isn't changing the way I do with the Omnitrix. The mirrors cast their reflection to create what they see and yet there wasn't a duplicate of my human form. If this guy couldn't replicate the Omnitrix transformation system…"_ he then looked to his counter parts symbol. _"Then I wonder if he has the same weakness I'm thinking off. There's only one way to find out."_

With his mind set Four Arms saw his enemy charging at him again. Ben stayed put right where he was and as soon as his counterpart was about to deck him he transformed again. The effect causing M-Four Arms to disappear as his body disintegrated into particles of light. Ben's new alien form now stood alone once more as he prepared himself for battle.

He was now in the form of a nine foot tall humanoid that resembles an orange and white bipedal tiger with one black claw coming out of each wrist. He had no tail and was very muscular almost like a body builder. He has stripes on his shoulders, head, legs and upper body while also having a white jaw, neck, chest, stomach, hands and feet. He wore short black cargo pants and a sleeveless brown vest with the Omnitrix symbol on his chest.

"RATH!" The tiger alien called out. He then turned his head searching for the inevitable duplicates emergence.

He eventually spotted him coming out of a mirror to his right. The copy was looking angry like him as he stalked towards him. M-Rath then picked up the pace as he got into a running start and leapt at Ben with a roar and its arms stretched out. Clearly, this duplicate version of Rath wasn't very patient. But then again, the same could be said about Rath.

Fortunately, the tiger alien was quick on his feet as he slide underneath his opponent. He then got up and quickly got into a fighting position as he vented at him.

"Lemme tell you something you Rath wanna-be! When Rath's talking, you do NOT interrupt Rath until he's finished! Got it?!" Rath exclaimed angrily.

M-Rath didn't say a word, frantically it didn't seem like the creature could. Ben wondered if it was due to his copy being incapable of speaking for some reason. It only let out a loud roar and ran straight for Rath.

In response, Rath punched his fist into his open palm and said. **"Oh? You wanna go now?! Then let's do this!"**

With that, Rath made a dumb decision. He jumped straight at the mirror version of him in the same fashion as the creature had done to him earlier.

As expected, the aftermath wasn't good for him. M-Rath gave an uppercut, which sent the alien hero flying up with a loud gran. He would've hit the ground afterwards if he hadn't done a backflip and landed on his feet.

M-Rath went for another attack, though. Before Rath could respond, it ran straight at him and sent a right hook punch for the face, before preceding a left hook punch. The Appoplexian respond by throwing his own punch but that was dodged when his clone ducked.

Seeing an opening, M-Rath delivered another blow. It sent its knee up to Rath's stomach and made a strong hit. Rath grunted from the attack, before he was grabbed by the shoulders and pulled down with the mirror version.

Upon being on the floor, M-Rath kicked him in the stomach. The attack sent the alien hero flying up to the air. When he began to fall down Rath screamed the whole way… before being silenced when he hit the ground.

He groaned and sat up. "Okay…Rath …Rath didn't expect that." When he looked forward, he saw mirror him staring at him with a snickering fanged grin. That annoyed him. "Grrrr! Just so you know, you just got lucky!" Then he jumped back on to his feet. "The real beat down starts now!"

M-Rath simply responded by doing a hand gesture. Its action only angered Rath even more who let out a loud roar and threw his arms up in the air. He exclaimed the name of his attack when he slammed his fists strongly on the floor.

"COSMIC DROP!"

M-Rath was taken aback when the ground shook. The mirrors besides them remained undamaged, but the attack was still impressive even though it didn't say it. But none of that mattered to Rath, though.

When M-Rath looked up, he saw the alien hero above him. Commencing another attack, he shot straight for the mirror copy with his arms crossed. "MAJOR BODY SLAM!"

M-Rath barely had enough time to escape. He jump back to avoid the attack however he was caught off guard again when Rath was suddenly in front of him.

"CONSECUTIVE ATOMIC PUNCHES!" Rath exclaimed, and proceeded to bombast the mirror him with rapid punches.

Each punch made a successful hit, with each seemingly overwhelming M-Rath. Rath got to hit the creature's face, stomach, and chest, before suddenly coming to a stop. He pulled his right fist back, ready to launch a stronger punch. However his opponent was ready this time.

When the fist came for its face, the mirror tiger moved its head out of the way. No way could Rath respond in time. M-Rath followed that dodge by punching Rath straight at the stomach. In response, the alien hero recovered and swung a punch at him.

He missed however. M-Rath's reflex seemed sharper and as a result it jumped up and connected its knee against the alien hero's chin. Rath was taken aback by the action and would've stumbled back if not for the mirror version of him grabbing his face in an iron grip

Rath's face was suddenly slammed against its knee. The attack seemed to numb the hero for a moment, before that was taken advantage of.

Like a victorious wrestler, M-Rath lifted his counterpart over its body. At the same time, Rath was unresponsive. Even if he was however, nothing could stop it from what it did next.

Rath was thrown high up in the air. He barely uttered a word, before the mirror him jumped and swung a strong kick at his chest. So when he hit the ground, the floor shook briefly, before a pained groan escape his lips.

Rath's eyes slowly opened. "Owww… Did someone catch the number of that bus?"

There was no response to that question. But he did see M-Rath coming down on him with his elbows diving first.

"Aw fu–"

M-Rath made impact before he got to finish. Again, the floor shook with none of the mirrors showing any signs of damage. The fight, however, seemed to have drawn to an end when M-Rath got off normal Rath and lifted him off the ground by the top of his head.

Rath looked pathetically defeated before him. But the hero was still alive, even if he was barely responding at the moment. As such, M-Rath extended its right claw and drew back his fist. He planned on stabbing the hero in the head, thus ending the fight.

But there was one thing about Rath. He may be temperamental, he may be dumb (most of the time) but he was still a fighter nonetheless. Thus, he let out a groan and asked. "You beat Rath good, Rath admits that but… Rath's still got some fight left in him you poser."

M-Rath made no facial expression against that. It was about ready to kill him, when Rath asked something suspiciously weird.

"Answer Rath's question. What's big and strong and makes a wanna-be scream for its mama?"

M-Rath actually raised an eyebrow. It seemed perplexed by that question. But when the answer came, it probably regretted that hesitance.

"The answer is RATH'S FOOT!"

With that, the alien hero proceeded to kick the mirror him right at his sacred place – aka the place where the sun doesn't shine.

M-Rath let out a loud feline shriek. On his face was a stupefied face, as it closed its thighs together and bent forward in clear pain. So before it could recover, Rath used that same foot to kick him right in the chin. Thus M-Rath was sent flying a few feet away.

But the battle wasn't over yet. M-Rath was angered by the cheap shot attack and stood back up. Forgetting the pain he felt earlier, his eyes made contact with Rath's own, though that did nothing to intimidate him.

Rath smirked slyly. "What? You left yourself wide open! Get it?! Because your legs were wide open for me to kick you in the di–"

M-Rath roared and charged at him before he could finish. When he approached the alien hero he swung a punch, which was dodged, and another one, which was also dodged. Rath kept moving back and aside from each punch until he caught one in his hand.

"Hey! What did I–"

M-Rath didn't let him finish once again. He swung another punch for his face, but even that was caught in Rath's other hand. Now he was really getting angry.

"WHAT DID I JUST SAY ABOUT INTERRUPTING ME?!" Rath then preceded to headbutt him.

M-Rath was knocked back, but was still held by Rath's hand. With those two still in his grasp, Rath twisted them and forcefully pulled M-Rath back, where he then hit him at the stomach with his knee.

"LEMME TELL YOU SOMETHING, YOU WANNA-BE RATH! YOU THINK YOU CAN FIGHT IRRATIONALLY?! HATE TO BREAK IT TO YOU, BUT THAT'S RATH'S THING!"

And so he released its arms, only to then raise his own fist and bring it down on the creature's head. M-Rath's knees hit the floor hard, and he remained quiet just in time for Rath's next move.

Grabbing the back of its fur, Rath then proceeded to do a fast spin that made him look like a blur.

"RATH'S COMBINATION ATTACK! FIRST, A SPINNING TORNADO! AND THEN…" He paused and proceeded to smash M-Rath's face right at the mirror at his right. But it didn't stop there. He proceeded to run while having M-Rath's face brushing through the mirror. "SMASH MEGA IMPLANT!"

The attack made sure that M-Rath received every bit of pain as possible. Not only was his head being hurt, but the rest of its body… at least that was the intention. But there didn't seem to be any sign of injury on the evil version of him. As such, it recovered quickly and pushed itself off the mirror.

Its action caused Rath to be thrown across the floor. When his back hit the mirror behind him, he landed on his feet and looked at the evil him. M-Rath was glaring at him with snarling teeth.

"Oh?! You mad, bruh?! Then stop standing there like a panzy and come at me, unless you're just a big ol' scaredy cat!"

That comment enraged M-Rath. Without any warning, it leapt straight at Rath with its fist back and ready to punch him. It then swung that punch for Rath's head, however it missed when he ducked, thus causing it to punch the mirror behind Rath instead.

M-Rath cried out in pain as the impact on the unbreakable mirror lodged his claw back into his fist. Not only that but his knuckles were likely bruised after that collision. Rath took that chance to send an uppercut at its face, which sent it flying back. M-Rath recovered by doing a backflip then landed it on its feet. However, it seemed to be in pain when it held its damaged fist on his unharmed hand.

A thought then dawned on Rath. Ever since the battle began, Rath hadn't been able to deliver a permanent damage on this evil version of him. But when the thing did it itself, it sustained some damage.

As strange as it sounded, Rath actually had an idea. He just needed to create the opportunity to get it done. Fortunately, it wasn't going to be a problem for him.

"What's the matter?! Wanna cry?!" Rath mocked it with a sly smile. "Maybe you want to call it quits so you can go home to your mummy and tell her the meannie Rath hurt you!"

M-Rath was over his pain. Though the damage to its fist didn't disappear, its reaction to it did when its glaring eyes returned back to its enemy. Not surprising, the alien hero remained unintimidated. In fact, he crossed his arms and added more insults.

"Aww, are you trying to act tough again?! Well lemme tell you something fake Rath! Rath's going to enjoy beating you up! Why?! Because there's nothing a piece of glass like you can do! How about that!?"

Now M-Rath was furious. He charged at the alien hero on its arms and legs. It was running like a wild beast at this point.

Fortunately, Rath was ready for this. When his evil-self leapt at him with its arms apart and ready to grab him, he stepped back and swung his foot at its chest.

"GOING UP!" He exclaimed and kicked M-Rath up into the air.

The kick was impressive, but the attacks didn't stop there. As the gravity of this strange dimension took effect, M-Rath began plummeting to the floor. But before making impact, Rath showed up close to it and shouted. "GOING DOWN, ARE WE?! THEN HOW ABOUT TAKING WITH YOU A SERIOUS BUTT KICKING?!"

He kicked him in the face. M-Rath ended up hitting the ground, where he ended up bouncing twice before coming to a stop. Rath landed on the ground safely and watched as his evil counterpart stood back up, glaring at him angrily.

Rath didn't need to say a thing. All he had to do was send a snickering smile at him, and the creature came charging at him again. When the distance between them was closed, it was about ready to attack, when suddenly Rath jumped up and sent both his feet against its head.

Rath's attack hit effectively and sent the evil him flying back. The creature hit the ground on its back before sitting back up. Rath was already on his feet as he stared at it.

"See?! What did Rath tell you?! You think Rath's stuck here with you, but the truth is…!" To prove his point, he pointed at the creature and then back at himself. "It's you that's stuck with Rath! So I hope you enjoy being Rath's punching bag!"

M-Rath let out a savage roar, but made no move to attack. Fortunately, the pale imitation of him didn't need to move. Rath jump up high in the air and came right down above the evil version of him. M-Rath jumped out of the way in time, and felt the impact from Rath's attack. Nonetheless, it saw its opening, and swung a punch Rath's head.

However, the attempt failed. Rath was quick to dodge it, before getting behind its back and grabbing its face and chest. He made sure to grab the pale imitation's Omnitrix dial, while also covering the creature's face. Then, even as it struggled, it kept holding on to those two places.

"What?! You feel uncomfortable?! Well get used to it, because Rath ain't letting go of your dumb face!" With that, Rath continued his banter. "Lemme tell you something, you wanna-be Rath! There can be only one Rath, and that's me! You think you can be me, but you're wrong! Rath's Rath, so you can't take that away from him! You can't even get rid of Rath's hand on that stupid looking Omnitrix on your chest!"

M-Rath had enough of him. Despite Rath covering the top side of its face, it let out a struggling growl and tried to use its hands to peel the alien hero's grip off him. Of course, that attempt only made Rath to put more effort.

So it did the one thing it could do. By extending its claw, it swiftly send it straight for Rath's hand that was holding its Omnitrix dial. Unknown to it however, this was Rath's intention.

Once the motion was made, there was no way to stop it. Rath removed his hand on time mere moments before it skewered and watched as M-Rath stabbed itself in its Omnitrix symbol.

Silence filled the room as the two combatants stopped all action. Rath looked with a surprised expression while M-Rath had a horrified one. Slowly he looked to his claw buried into its Omnitrix symbol and watched as cracks suddenly manifested from it. The crumbling tears spread out further beginning to cover his whole body. Once that happened the Omnitrix symbol shattered into pieces as its pieces crumbled to the ground like sand. Once that happened, M-Rath let out a cry of pain as the inside of his body released purple fragments of light before he shattered into pieces as well. His body disintegrating into particles that fell to the floor.

The battle was done and the winner was the one and only original Rath.

"Wow…that actually worked." Rath commented with a dumb face.

A flash of light occurred as Rath turned back into Ben. He cast a solemn at the barely noticeable remains of his counterpart before turning away.

All of a sudden the mirrors and crystals around him began to light up with a luminous gold like color.

* * *

 **Back in the Temple**

Simmons watched as the side mirrors all faded back to normal before the pedestal mirror began to glow again. The reflective surface light up a pure divine light as a golden energy began to seep out. It touched the ground before expanding and forming Ben who looked at his surroundings before spotting Simmons.

"Hey Simmons!" he greeted her happy to see she was alright and that he was back in the home dimension… or at least the one he had started settling in.

"Ben you're ok!" Simmons said in relief to see him back out after that whole fiasco. "I saw everything that was happening from the wall mirrors." She then gave a look. "So what's it feel like to kick your own butt?"

"Satisfying knowing no copy can beat the one and only original." Ben instantly answered with a smirk.

"Well you certainly looked like you had trouble." Simmons remarked.

"Yeah well you try fighting against yourself and see how that turns out." Ben shot back before turning his head and noticing something. "Hey look" he said while pointing ahead.

Simmons turned to see what he meant and saw the mirror that reflected the entrance. Only now the mirror's lens was completely gone and the entrance was now actually before them.

"Well I guess it's safe to say that I passed the test again." Ben said before letting out a tired sigh. "I just hope this comes to an end already. I'm already starting to feel a bit drained after that fight."

"Do you want to rest a bit here before we go in deeper?" Simmons offered.

He shook his head. "Thanks but no, besides we don't know if the entrance would stay open for long. So it's better to proceed now so I don't have to do this again."

With that the two of them advanced further inside. Wondering what awaited them next on their journey. Simmons remained excited while Ben was curious yet inertly dreading another test.

Unknown to the two however was that a shadow formed on the wall they had passed. A pair of glowing magenta eyes glanced at them before disappearing from sight again.

Ben and Simmons continued their walk through the tunnel. After the latest fiasco the Omnitrix hero wondered what could be worse than having to fight yourself. The image of facing every enemy he ever fought all at once came to mind which he quickly shook his head to rid himself off. The last thing he needed was to jinx himself with the very thought.

"I wonder how Fitz and May are doing?" Simmons suddenly broke the silence.

"Knowing May probably taking count on how long it's been since we separated." Ben said with a smirk. "As for Fitz I got no clue since I just met the guy today. What does he do while he waits? Run equations or something?"

Simmons chuckled a bit at the guess. "You would think that wouldn't you. But no he actually would be doing research on what we found so far to get an understanding."

"I can only imagine how that's going for him." Ben remarked as the two of them looked to see the end of the tunnel approaching. A large source of light emitting from there as the two stopped and looked at the other. "Well guess we find out what's coming next now."

"Yeah." Simmons simply nodded.

The two walked the final distance as they exited the tunnel and momentarily squinted their eyes due to the sudden brightness. When their eyes finally adjusted they widened in awe at the sight before them.

Before them stood a massive sized flattened area that was big enough for a small town to fit in. The area was like an open cavern as light filled the room from the ceiling and yet strangely they didn't see any openings. There were stalagmites up above and unlike before the walls were no longer built like a temple but the interior of a simple cave. The cavern's ceiling must've been more than 300 feet high from the ground below as the light poured in. But that wasn't what amazed Ben and Simmons most of all.

It was the stairs that lead down to a large structure that they saw from their higher altitude.

There was a large stonewall that looked to be 25 feet thick and over 50 feet high. The wall covered a large portion of the area as its edges curved around completely to form a sealed perimeter. There were several large square guard towers set up around all sides covering all directions from ambush connected to the walls. At the center of the wall facing them was an entrance way that was currently locked by a metal portcullis shaped like a fence. Inside the fortified walls stood a magnificent castle that must've stood nearly 200 feet tall. Its walls and everything about it still looking in prime condition despite the age it must've had. Around the castle they saw what looked like small houses all around the castle from the outside showing it was a contained village inside the walls.

Needless to say Ben and Simmons were in awe at seeing the amazing sight before them.

"Wow… now that's cool." Ben said in amazement.

"Don't forget incredible." Simmons added. "An actual castle in prime condition that could be carbon dated back to the dark ages or even further."

"Simmons…" He called out in a low voice.

"What is it?" She turned to him.

"I think we just found… a long lost kingdom."

* * *

 **And that's it people. I hope this chapter was worth the wait as it continued the pair's adventure and they finally reached the end of the trials. Yep that's right, no more tests to advance forward. However that doesn't mean there may not be more danger awaiting them. I bet you'll be surprised by what's going to happen in the next chapter. Maybe some of you have an idea of what will happen or maybe not. Either way I hope you all enjoyed this chapter and look forward to the next one.**

 **Remember I am always willing to listen to those who have ideas or suggestions. So don't be afraid or hesitant to speak out on your thoughts.**


	12. The Past Resurfaces part 3

**Hello everyone. Sorry if you felt this was a long wait but things have been happening. A few days after my last chapter earthquakes stroke my country. It was the first time I experienced one. The worry and paranoia of future tremors disturbed my ability to sleep. I got over this a week later when the seismic activity weakened to the point it wasn't felt in my residence but it could in other places. Then came a distraction in the form of Pokemon Sword. I've been so into the game that it ate up my time. Now there's a new event where you can catch the Kanto Starters and face an all-powerful and uncatchable Mewtwo. Too bad I got no allies nearby to team up with to face him. Oh well least I can catch the starters.**

 **Another thing is slight depression: I've been hearing the news about the coronavirus and how many people have died already in China. It's very dishearten news, especially since it seems like the world is facing a growing epidemic. I had to take a little break to try and get my mind clear of this negativity. Now I'm cleared and ready to continue. I got a special treat for readers in this chapter. It'll certainly trigger some memories.**

* * *

 **Chapter 12: The Past Resurfaces part 3**

"Lost kingdom you say?" Simmons repeated what Ben had told her. Her mind secretly excited at the prospect of uncovering such a discovery.

"Well considering it's been secretly hidden and no one had a clue where it was what else would you call it?" Ben remarked while admiring the view.

"No lost kingdom will definitely work. Although that might only apply if we can figure out what kingdom it is that's been lost from history." Simmons quipped.

"Well either way it looks like we finally reached the end of the obstacles and have gotten to the treasure." Ben said with his own excitement at possibly finding treasure. Who knows what might be lying inside that castle. Jeweled swords, golden coins, silver bars, a king's crown and who knows what else.

"Umm Ben, you do know that any treasured artifacts we find will be donated to a museum right?" Simmons questioned after seeing his eyes sparkle from a daydream.

The Omnitrix wielder turned to her. "I know that." He then raised a finger. "But that doesn't mean I can't enjoy the simple fact of discovering it. Plus if we find a crown I call dibs on wearing it before I have to give it up." He remarked playfully as he imagined himself looking like a crowned king with a staff as he spoke in a British accent. Once he got over the visual he then got a more serious look. "Although I'm guessing anything that classifies as tech, a power source or an advanced weapon will be secretly transferred back to the Helicarrier?" he said sarcastically knowing that was likely what was going to be done if they came across such things.

"That is the protocol for dangerous things." Simmons simply said a little put off that he asked that as if he were suspicious about it.

"Do we at least get a finders fee or full credit for our archaeological discovery?" Ben asked wondering about it considering that they were technically pursuing someone else's first find. Although the poor souls were all dead now, he wondered if they would gain credit for this.

"Umm." Simmons looked unsure about that. "I don't know, considering this was someone else's excavation first. Although perhaps we could give the deceased researchers their due credit along with us if Fury let's us."

Ben said nothing for a moment as he turned back to the large castle before them. "Let's go take a closer look."

A green flash of light burst out as Ben was replaced by the form of Big Chill before he turned to Simmons. "Mind a lift?"

She shook her head. "Not at all." She answered before the Necrofriggian picked her up in his arms and then flew down the stairs towards the structure. He slowly flew in the air before he came down to land on top of the first gate and wall that surrounded the place. He set Simmons down, tucking his wings into its cloak form as he looked down at the village and the large towering castle beyond it.

"Man it's bigger than I thought I'd be up close." Big Chill remarked at the walls size as he looked down from above.

"Indeed but why did you land here instead of the castle?" Simmons questioned.

The Necrofriggian turned to give her a puzzled look. "Well aren't you supposed to be photographing what we find?"

At hearing that a look of realization formed on Simmons face as she realized he was right. Fitz had been the one in charge of filming whatever they discover but now that they had split up that responsibility fell to her. It would seem in all the excitement of what they had found she had forgotten all about it.

"Oh I can't believe I forgot that." Simmons said out loud before digging for the headset camera in her bag and taking it out to start recording.

Big Chill chuckled a bit at her forgetfulness. Goes to show even the brightest can have a forgetful moment. While she filmed the place he looked at the bricks that made up the wall they stood on. He kneeled down and traced his fingers over the stone surface. When he looked at them closely he noticed something.

"There's no dust." Big Chill remarked earning Simmons attention.

"What was that?" Simmons asked having not heard what he said exactly.

"There's no dust on this place, it's completely preserved as if it were vacuum sealed." Big Chill said as he wondered how that could've been accomplished.

"Your right." Simmons said after running her own hand on the stone floor. "This is quite remarkable, somehow the entire area has undergone a form of self-preservation from air particles themselves. The place has still aged from time passing by but it's maintained a complete cleanliness."

The Necroffrigian looked to the village and wondered about something. "How about we check out the village?"

Simmons turned to look at the village while thinking for a moment. Her eyes then trailed to see a guard tower entrance at the end of the wall. Truthfully she had first wanted to check inside the walls before proceeding forward. But then again there were likely more interesting things to be seen further in. "Alright then." She finally agreed.

The moth alien picked her up before he glided down towards the village to inspect it.

When they landed the two saw the village had hunts made out of stone. Their roofs were made of wood while others were made of straw. The structures looked the same as the surrounding wall. The whole place looked abandoned but clean and well maintained despite the centuries that must've passed.

"It's strange to be seeing this isn't it Simmons?" Big Chill asked her.

"What is?" She questioned not getting what he meant.

"Well to be standing here in the middle of a place from so long ago. A place unchanged and un-evolved by time passing despite still standing as strong today as it was centuries ago. There's no cars, no buildings, no modern technology, nothing of the modern world exists here. Despite that however and the fact this place would be called primitive I find myself feeling calm. This place is quiet and peaceful and it was from a time before the advanced age began. Before the age of cowboys, pirates, samurai's and ninjas began. I don't know why but it just feels enlightening." The Necroffrigian stated earning a surprised look from Simmons for his surprising meaningful words.

"I didn't know you could be so expressive, it almost sounded poetic." She said with an impressed smile.

"I'm more than just a handsome face full of jokes and butt kicking." Big Chill teased with a smile.

With that the two of them proceeded to search the village to examine it. They split up but made sure to stay within the others sight as they checked different homes. Both of them saw that there were tables and chairs set up neatly and the interior was just as clean. It was as if someone kept the place tidy. Strangely however there was nothing inside that could be categorized as personal property. There were no books, no clothes or anything personal that might've belonged to someone. It was as if they had all gone and disappeared. The two exited the last homes they entered before reuniting again.

"I don't know about you Simmons but I'm finding it strange seeing these homes clean and yet not seeing any signs of life." Big Chill remarked a little suspiciously.

"It does seem strange. The houses interior would suggest someone has been maintaining the place." Simmons said at the strange discovery.

Big Chill was about to respond back when something caught his eye. Up on the roof of one of the stone roofed homes he spotted something that looked like a stone figure standing there. "Hey check that out." He pointed out to what he had spotted on the roof.

Simmons turned to look where he pointed and saw what it was.

The stone figure was actually of a creature that stood almost 6 feet tall and was humanoid in form. It had a large pair of bat like wings that were tucked in but were still shown to be very large making them wonder what the full length would've been. The body had a slim built but strangely enough the creatures face had a beak like mouth and jaw. A pair of horns stuck out from his head while what they figured was supposed to represent hair flowed down his back like a mane. Instead of fingers it had claws and talons on its hands and feet. Its expression was like a guard on lookout as it looked ahead for something.

"That's a peculiar looking statue." Simmons said in curiosity.

Big Chill said nothing for a moment as he turned his head and caught sight of something else. "Over there as well." He pointed to the roof of a different home which also had a statue on top. He then spotted a few more as well until he counted a total of six different statues.

"Six of them in all, what could the significance of that be?" Simmons wondered.

"I'm not really sure." Big Chill scratched his cheek in thought at the number. "Though I hope it's not in relation to the devil's number." He said halve jokingly.

Simmons turned to him and gave a look. "You believe in the devil?" she questioned doubtfully.

"I believe in keeping an open mind to all things, even those that people question their authenticity." Big Chill remarked as after all the things he's seen in his many years as a hero, he wasn't one for dismissing things so easily. "Besides don't you want to believe in their being a place after death?"

Simmons looked away uncomfortably. "I'd rather not talk about that."

Big Chill suddenly gave her a suspicious look. "You wouldn't by any chance be an atheist would you?"

Simmons quickly looked back to him with a small glare. "No I'm not." she then looked down a bit. "But I'm not exactly a theist either." She raised her head to meet his gaze again. "Anyway change the subject please I'm not comfortable continuing this anymore."

"Alright then." Big Chill relented before his eyes looked to the castle with new interest. "How's about we head over to the castle then? I'm sure we'll find a lot of interesting things in there."

Simmons looked to the structure, her interest in it also striking her curiosity. However she remembered that they hadn't finished yet. "There's still quite a bit of the village we haven't seen yet." she reminded him.

"Hmm." The freezing alien hummed before his eyes drifted to the castle. "I know we should finish that first but I really want to see what's inside that castle."

Simmons nodded at that as she was also curious about the large structure of the place. The two of them proceeded to walk towards the castle wondering what they'll find. As they made their way to leave the village however a new event occurred.

 **"** **Crack"**

The two stopped in their tracks.

"Did you hear that?" Big Chill questioned as his companion.

"I was hoping it was just my imagination." Simmons said dreadfully as her mind already had a feeling of an impending danger about to transpire again.

 **"** **Craaaaaack"**

The two slowly turned to the sound of constant cracking they heard behind them.

What they saw was the sight of all six of the statues from before developing cracks on their bodies. However it didn't seem like they were falling apart but rather that something was trying to burst out. All of the statues eyes were glowing white as the fractures in their body spread further. That's when the statues began to actually move as they kneeled down a bit before quickly rising to their full height. At that moment all statues broke into hundreds of little pieces like discarded shed skin as the beings from within came forth. All of them released a loud roar at their awakening and freedom and thanks to the echo of the cave it could be heard all the way back at the stairway entrance.

"Now that's what I call a wakeup call." Big Chill remarked in slight awe of the occurrence. Unlike the statues he had fought before these were ones that seemed to turn into flesh and blood.

Ben's words were overheard by the now awakened creatures as they all turned their eyes to him.

"Oh uh." The moth like alien said lowly.

"I don't like the way they're looking at us Ben." Simmons said a bit fearfully as she got behind him.

One of the creatures growled at them before expanding its wings as it flew down. The others followed its lead and all descended down as they surrounded them. The two shield agents now got a better look at them.

The one Ben had spotted and gotten a look at before was now revealed to have red skin and a mane of hair that was a coat of white. It wore a black belt with a blue loincloth attached that went to its knees. It's beak like mouth gave it a partial bird like appearance.

The next one had a somewhat overweight but still muscular figure, aquamarine colored skin and stood a bit taller than the red one. Also unlike the red one this creature had no hair on his head and had a bit of an under bite on its lower jaw. On the side of its where the ears should've been were instead a pair of fin like extensions. It wore an identical belt but with a dark blue loincloth of equal length.

The third one looked much like the oldest with a portly figure. It had tan colored skin with ruddy orange wings with white hair and a beard on his face that only helped accentuated its age. There were three small horns on its forehead and it wore a tough leather jerkin and trousers in addition to another identical belt but with a cream colored loincloth. A sheath less sword with a bronze handle was held in his belt.

The fourth one was the smallest and youngest looking with a regular figure for one its size. Its skin was khaki colored with its eyes larger and rounder than the rest making its young appearance more noticeable. Interestingly unlike the others its wings are attached to the arms in a web-like structure, reminiscent of the wings of a flying squirrel. A black colored loincloth was what it wore.

The fifth one was the only female of the group and the third tallest. She stood tall with a slender frame and long dark hair worn in a ponytail. She wore a conservative two piece white outfit that left her stomach exposed and a white loincloth. A pair of gold earrings hung from her pointy ears.

The sixth and last one of the group was the tallest and more intimidating. It possessed a strong muscular built with lavender skin and black hair. His wings were the largest and widest and had a small pair of horns on his forehead. He also had pointy ears and wore a brown loincloth.

All of their eyes were glowing a menacing white color as they all growled and bared their fangs at them.

"Something tells me they don't like having guests." Big Chill halve joked.

The oldest looking one growled. "Who are you? And what are you doing here?"

Simmons blinked for a moment, surprised they could talk. Ben however wasn't as surprised and quickly got over it.

"Easy now we don't want to fight." Big Chill said with hands raised peacefully. "I'm Ben and this is Simmons, we're explorers and researchers who've come to see the castle."

"This place is off limits to outsiders. How did you find this place? Let alone get in here?" The red colored one questioned.

"We were informed of an earthquake that occurred in the area a few short days ago." Big Chill explained. "When it transpired, a set of ruins had appeared on the surface. We went to the ruins to investigate their sudden appearance from nowhere after a research group had been reported missing. I found an entrance leading to a hidden underground temple where the missing people went into and we followed it to find them."

Hearing their words the creatures didn't show any reaction but in their minds however they were surprised by what they were told. Their thoughts knowing what this meant.

 _"_ _Something's happened."_ The leader of the group thought. _"If what he says is true then the spell concealing us has been weakened and is coming undone."_

"And where are these other humans you speak of?" The female spoke this time.

Hearing that both Ben and Simmons developed a downed expression recalling the state they found them in. "They're dead, killed by the stone giants of the second chamber."

At hearing that the creatures lost some of their aggressive looks.

"Ah so they perished at the hands of the stone sentries. That means they had passed the first chamber." The old one spoke up as he lowered his hands before looking at them suspiciously. "Did you two actually make it all the way here?"

Big Chill nodded gesturing to Simmons. "Yes my companion here managed to solve the riddle of the first chamber. I on the other hand completed the second and third trials. When we did the two of us continued forward and found this place at the end of the tunnel."

"So then you defeated the sentry's and conquered your mirrored doppelganger by yourself." The small one said sounding impressed by that revelation.

"I did." Big Chill confirmed. "Then those sentries' said something about how only those who have proved their worth could pass. Then they warned us the rest of our group wasn't allowed to go any further. So we had to split up in order for us to proceed ahead. The others went back outside where we first came in."

 _"_ _That is the duty of stone sentries. The fact no other humans are here proves his words must be true and that he indeed passed the trials. But still…"_ The leader of the group thought before finding new suspicion. "Tell me something, what manner of creature are you? We've never seen your kind before." He questioned Big Chill's origins.

The necrofriggian didn't answer right away as he thought about how to answer that. These creatures weren't being aggressive now but he didn't know anything about them. It was probably better if he didn't tell them about the Omnitrix but then again lying would probably be unwise. So perhaps a different version of the truth would be his best course.

"Well truth is that I'm actually a human who can shape shift." Big Chill revealed. "In fact if you don't mind I'd even be willing to show you my human form so long as you don't attack us." He offered.

At hearing that Simmons got a startled look. "Ben… is it wise to return to your regular self while we're surrounded by these unknowns cause I'm not sure that's a smart move?" she expressed her concern for their safety.

"It's called a show of good faith for a reason. Besides I've got a good feeling about them." Big Chill said back before waiting for their reply.

The creatures didn't answer instead they turned to their heads to their leader for his decision.

"Very well then, you have my word that my clan won't harm you so long as you follow our rules. Know that should you attempt to disregard them you will experience our wrath in full." The leader replied.

Giving a small nod Big Chill was enveloped by his signature green flash momentarily blinding the creatures and startling them. When the light died down, he was replaced by Bens usual form. "Sorry if the light startled you but it always happens when I change form." Ben apologized.

"You could've warned us beforehand." The portly one complained as he rubbed his eyes.

"No kidding." The red one agreed as he also rubbed his sockets.

"Now that I've shown you who I am perhaps you'd be so kind as to return the favor. Personally I'd like to know who or what you are?" Ben questioned them now.

The leader of the group narrowed his eyes for a moment but decided to comply with the request and answer. "My name is Goliath, I am a gargoyle and this is my clan." He gestured to the only female of the group. "This is my daughter."

"My name is Angela." She introduced herself with a small smile to greet them.

"I'm Brooklyn, second in command." The red gargoyle introduced himself proudly.

"My name's Lexington." The smallest gargoyle greeted them with a trace of what Ben recognized as cheerfulness.

"Hudson." The oldest gargoyle simple said.

"And I'm Broadway… say you wouldn't happen to have any food would you?" The blue gargoyle asked after introducing himself to them.

"Not the time Broadway!" Brooklyn scolded his ally.

"But I'm always hungry after waking up." Broadway whined about his famine which was further pointed out when his stomach chose that moment to growl.

"You are such a glutton." Brooklyn said after palming his face.

"Ummm…" Ben trailed before looking to Simmons.

She got the silent message as she looked through her bag and pulled out a fruity granola bar. "Here." She offered it.

Broadway looked at the small package in confusion. He reached out and took it feeling the wrappers texture but also feeling that there was something hard inside. "What's this thing?" he questioned while looking it over closely.

"It's a food bar. The food is inside so rip it off to get at it." Ben explained, clearly these guys were out of touch with what the world was currently like if Broadway didn't know what a simple food bar was.

Blinking once Broadway looked to the wrapper before pulling at it with his claws. The sharp digits and his strength easily tore the small exterior open revealing the food that lye inside. He sniffed the rectangular shaped piece before taking a bit out of it breaking off 1/3 of the first piece. His eyes widened as soon as his taste buds sampled the food. His mouth hung open as if it dropped with the bitten food showing. Some had even fall from his upper jaw to his lower one.

 _"_ _Eew."_ Simmons thought in slight disgust at his chewed food showing but kept it from showing on her face.

"Uhhh Broadway are you alright?" Lexington asked having never seen him just stop eating once he started.

"THIS IS TASTY!" Broadway cheered in delight as put the rest of the bars in his mouth including the second one and proceeded to chew them eagerly. It didn't take long for him to swallow it all and then lick his teeth and mouth for any leftovers. "Mmmm it tasted like nuts, honey and fruits all rolled into one."

"You guys haven't been to the surface in a long time have you?" Ben questioned seeing how Broadway enjoyed a simple granola bar as if it were a 5 star meal.

"Not for a very long time no." Hudson answered.

"How long have you been down here?" Simmons asked wondering about the age of the kingdom and its residents.

"We've been living here for over a thousand years." Angela replied earning stunned looks from both humans.

"ONE THOUSAND YEARS!?" The two said in synchrony.

"You're really that old!" Simmons said in disbelief at hearing they had lived that long. Most of them still looked like they were in their youth with the exception of Hudson who looked to be getting in his elderly years. Heck Lexington still looked like he hadn't reached adulthood yet.

"Man you guys must have a heck of a lifespan." Ben commented on their longevity before changing the subject. "So then do you believe now that we aren't here to cause harm?"

Goliath hummed as he processed his thoughts. These two humans didn't seem to have any malicious intentions and they appeared to be friendly. Then again deception was always a cunning force for lowering someone's guard. Although they pass all the trials to get here so surely that proved their worth. Still there was one thing Goliath trusted as much as his clan and that was his instincts. Living for a thousand years you tend to develop many things as time goes by. One of them happened to be his instincts for sensing danger despite having not been in combat for a long time. Right now they were telling him these humans weren't an enemy but he should remain cautious to be on the safe side.

"For now I'll choose to believe your not our enemy." Goliath said neutrally.

"Good enough for me." Ben said happy the distrust was lessened.

"So then do you think you can give us a tour of the village and its history?" Simmons asked wanting to know their historic input about how things were back then.

The gargoyles eyed each other at the request for a moment.

"I suppose there's no harm in that, right Goliath?" Brooklyn questioned their leader.

"No I suppose not." The gargoyle leader answered before gesturing for the two to follow him. "Come, we'll show you around the village and tell you of its history."

With that Ben and Simmons followed them as they were led around the village.

 _"_ _I hope Fitz and May are doing alright."_ Ben pondered as an afterthought.

* * *

 **Meanwhile back on the surface**

"Agent May to HQ do you copy?

 **"** **Static"**

I say again agent May to Helicarrier do you copy?" Melinda May repeated over the transmission to no avail before turning to Fitz. "I can't reach them."

"And I still can't figure out why that is. The equipment is working perfectly but something seems to be blocking our transmissions from reaching out or receiving any." Fitz said as he was trying to use different frequencies to send their message but nothing was working. Even their phones couldn't make calls or send text messages.

After they were forced to separate from the others they followed the tunnel back to the first chamber. Once there they found the door they came in from reopened to allow them out. They continued back trailing till they climbed back to the surface. They waited a few minutes at the camp where the missing team had set up. After a while May had decided they should return to the Bus plane to contact Fury and inform him of everything they had learned so far. However when she attempted to do so all she got was static and no visual connection.

"Can't you figure out where the signal block is coming from?" May questioned the lone scientist, not liking this for some reason. Communication signals tended to be blocked for specific reasons. To prevent someone from calling others to inform them or to isolate people for ambush. Whichever one it was she wasn't looking forward to finding out.

"No, whatever is blocking our communications doesn't register on radar at all. I don't even know what it is I'm looking for; I tried searching for every type of electrical and magnetic interference but found nothing, I even used all our known spectrum visuals but nothing's shown." Fitz said in frustration as he rubbed his forehead. He always disliked hitting a dead end with no clue on how to even try to resolve it.

May said nothing as she thought about their situation. They were alone and cut off from civilization through communications. The plane was still working just fine so they could take off but neither of them wanted to just leave Ben and Simmons behind. They didn't know what was going on and if this was indeed the work of an enemy then they'd be leaving those two to fend for themselves.

"You think Ben and Jemma are doing alright?" Fitz suddenly spoke up with concern evident in his voice, breaking May's train of thought as she turned her gaze at him.

"I'm sure they'll be back. Ben may be a rookie in Shield but he's no amateur and he's proven he can handle himself." May assured him of their wellbeing. "As for Simmons she's a smart woman I'm sure she can figure a way out of trouble and if not then Ben has her back."

"Still I wish we at least had contact with them." Fitz said lowly.

That was another thing they had tried only to get the same result. Whatever was interfering with their long range coms also affected their short range communicators.

"What do you think they'll find down there?" Fitz asked May only to get a silent **"are you really asking me?"** kind of look. "Never mind then." He quickly dismissed the question while making a note not to ask her scientific questions anytime in the future.

"It's been over forty minutes since we separated." May remarked as she had kept count. If they didn't return after a specific time had passed then they would have to leave to get backup and comeback.

"I didn't know it's been that long so far." Fitz remarked before a thought occurred to him. "How long do we wait before they're declared M.I.A?"

"From this kind of mission I have no idea. In my opinion I'll give them till three and a halve hours have passed or something else happens to make us leave." May said with her arms crossed.

"I'm starting to think we should've brought along more agents." Fitz commented seeing as how only two fighters and two scientists might not have been enough for this kind of mission. They should've brought some more combat operatives to help out. If they did maybe some could've gone ahead with Ben and Jemma.

"It wouldn't have made a real difference." May countered. "Those stone guards only let those who solved the riddles pass. Even if we had more guys they would've been packing the same kind of weapons I do and we both saw how ineffective that was."

"Well I can't deny that point." Fitz said as his mind recalled that fight. "Still all this waiting is getting to me."

"Then occupy yourself doing something. Research everything that we found and see what you can learn regardless how small the info is." May told him in a tone that almost made it seem like an order despite the fact it was a suggestion.

"I'll get right on it then." Fitz said before turning to get started. It might not help them bring the others back but at least he could prepare the next extract team if it comes down to it.

He just hoped it didn't end up coming up to it.

* * *

"And that's how we repelled the second Viking invasion led by Hakon." Goliath explained as he finished giving the humans a tour of the village and mentioning some of its history.

Ben and Simmons had been listening with baited attention as Goliath mentioned the history of the place.

It turned out this was a kingdom that had been built on gargoyle territory. The gargoyles had at first not been pleased by the intrusion and settlement on their grounds. However the king of the future kingdom had invited them to become a part of their village and to live alongside them. The gargoyles would help protect the kingdom at night and in return they would be protected during the day. Along with being given food, shelter and knowledge to help them strengthen their clan. The leader at that time who was Hudson had accepted the kings offer and together they formed a kingdom of peace and hope devoid of inner conflict.

In those days they had come into conflict with outside forces that wished to seize the kingdom for themselves. Each and every time they had been repelled and defeated by the combined might of the gargoyles and the kings army.

However despite everything they had been told Ben found there were certain holes in the story that had yet to be addressed. The first was that Goliath had not mentioned the name of the kingdom or who had been its king. The second and most noticeable was the fate of the humans who had been living here. The third was how was this place connected to the ruins that had appeared on the surface?

These 3 questions were what Ben and unknown to him Simmons as well was wondering.

"Say Goliath." Ben called.

The gargoyle leader turned to him. "What is it?"

"I've been wondering but who named your friends?" Ben asked earning a look from Simmons wondering where he was going with this.

"Why are you asking about that?" Hudson questioned from behind them.

"Well it's just that some of your clan's names are quite peculiar. In fact they remind me of the names of certain places where I'm from." Ben said as Simmons gained a look of realization.

Now that she thought about it besides Goliath and Angela the other gargoyles all had names of streets or places found in New York or Manhattan. While that wasn't a strange thing since some people these days were named after streets or people who had those kinds of names. The real issue was the fact that they had those names hundreds of years before modern world was built. That didn't make sense unless they had only given themselves names a couple of decades ago when modern civilization had finished building.

"I was given my name from the humans. They named me after the biblical giant warrior who fought a smaller man named David" Goliath revealed.

 _"_ _So they named him after the giant from the Bible. I supposed that's fitting considering his size and the fact he's probably a fierce fighter."_ Ben thought to himself on that small piece of info.

"As for the rest of us we were given our names by a man who befriended us." Brooklyn clarified about the rest of them.

"Really? Just one guy gave names to all of them?" Simmons questioned further finding it odd one man named all of them. How could that man have come up with names that would eventually be established in the future on another country far away?

"He said they were fitting for them and that they were meant to have them. Personally we gargoyles never cared for names before. We found it to be a pointless thing to do." Goliath revealed earning raised eyebrows from both humans.

"You never had names before?" Simmons questioned incredulously. "Then how did you address one another without names to distinguish each other apart."

"We merely looked into the eyes of the one we wanted to address or gesturing to who we referred to." Broadway answered honestly. "Though now that I think about it that did seem confusing when we would try to call out to someone in a group." He said the last part a bit awkwardly.

At that Ben and Simmons minds thought about what that would be like. To address someone merely as **"you"** and without any real identity to go by. The idea seemed ludicrous to them and like poor handling.

"Yeah I don't think I could live like that." Simmons confessed.

"So who named you guys anyway?" Ben asked wondering about the guy who gave them their identities.

Goliath was about to give an answer when his eyes caught sight of something from a distance. It took him only a moment to recognize what it was. "LOOK OUT!" he yelled out as he pushed the humans down.

A purple blast of tremendous energy appeared and soared right over the downed humans. The other gargoyles had taken evasive actions and jumped to the air or back and away from where they stood. Their actions avoiding the harm they would've suffered if that attack had hit. The purple blast continued forward blowing through houses and passing by the castle before striking the rear wall and detonating in an explosion that was heard in the entire cavern. A shower of rubble fell from the air as the wall now had a massive hole big enough for a small cruise ship to fit through.

"What on earth was that!?" Simmons said in panic as she pulled herself up alongside Ben.

"Something tells me we're not alone anymore." Ben remarked unpleasantly as he turned to where the blast came from.

"Whatever gave you that obvious idea?" Brooklyn said sarcastically as he and the other gargoyles banded together.

"Stand ready lads." Hudson ordered as he drew his sword.

Before they could launch a search for the perpetrator however energy in the form of purple smoke appeared a couple dozen feet from their position. The smoke rose from the ground like a vortex as a figure began to reveal itself from inside. When the smoke dispelled they saw the perpetrator now fully shown. Ben's eyes narrowed at now seeing who had attacked them.

The attacker was revealed to be an attractive British looking woman. She seemed to be in her mid-thirties to early forties though they weren't sure. She had long hair that went down to the middle of her back and was a very dark shade of purple that almost seemed black. A much lighter shade of purple she wore as lipstick and had dark green eyes. She wore a long sleeved green dress that was slit at both sides partially exposing her legs from the hip down. The dress also had a large V shaped opening in her dress which revealed her navel, a portion of her well sized cleavage and her collar bone area. She wore a silver necklace and belt that both had a small skull on display. A pair of golden bracelets hung from both of her wrists. Her hands which were down showed her nails were colored purple and a faint glow of energy seemed to be emitting from her hands.

Ben looked at the woman in suspicion as he didn't recognize her from the list of Shield cataloged villains. Then again he hadn't read the file of every villain there was so maybe she was part of the list he didn't comb through yet.

"Who are you?" Ben questioned the woman for answers.

The woman said nothing to him, nor did she even address him by looking his way. Instead her eyes met the gargoyle leader as a small fiendish smile appeared on her expression.

"Hello Goliath, so we meet again at last." The woman addressed him with a soft tone filled with hidden malice.

Both humans raised an eyebrow at hearing she was familiar with the gargoyle. They turned to look at him and caught the sight of Goliaths eyes going from horror to anger and then dislike.

"Morgan Le Fay…" Goliath growled out her name as if it were a curse.

At hearing that name however Simmons eyes widened in alarm. It wasn't because she knew what the person in front of them was capable of. It was because she recognized that name from legends.

"That's Morgan Le Fay!?" Simmons said in a tone that showed a combination of both awed and intimidated. She wasn't alone however as Ben was also in a surprised state.

"You mean she's real!? I thought she was just a legend?" Ben said in a surprised but controlled tone as he kept his cool.

He was familiar with the legend of Morgan Le Fay from his world. After that case where he Kai and Rook took on the Forever Knights to stop them from getting Excalibur and when he started dating her, he had gotten familiar with some history. One of the subjects he read was Arthurian legends which he found fascinating due to the mention of dragons, wizards, fairies and kings of the past. Morgan le Fay he had read to have been a supposedly powerful sorceress who had tried to overthrow King Arthur. Now however he was bearing witness to the fact she is a real and apparently still living person… well in this universe that is. One from who the looks of things they were going to have to fight against.

The sorceress's eyes turned to Ben finally addressing him. "I assure you mortal I am no myth." She said as if he insulted her. "I am as real as anything you've seen and I've come to claim what's rightfully mine."

"And what would that be?" Ben asked.

"The kingdom…" Hudson answered already knowing from their last encounter what she was seeking to obtain.

"The Kingdom? You mean she came here to rule this empty village?" Simmons questioned not understanding the significance of this place. I mean sure the place would make a nice stronghold but other than that it didn't seem that valuable. Was there something she was missing?

Ben however pondered similar thoughts as he wondered why she would want it. As he did a thought suddenly popped into his head as his eyes widened before he turned to look at the castle and then back to the sorceress. "Wait a minute…. is this… Camelot?"

No sooner did he say that name the heads of all the gargoyles turned to face him.

"So you figured it out." Lexington said not bothering to deny it since there was no point anymore. Even if they did Le Fay would likely just confirm it for him.

Simmons was in disbelief at what she heard. "Camelot? You mean this is actually Camelot!? The Camelot!?"

"It's all making sense now." Ben said. "You know I wondered what was so important about this place that it would be worth killing others to protect it from discovery. The fact you are here and said it's rightfully yours helped confirm it." He then gave her a smirk. "After all, the history books did say you were incredibly **envious** of King Arthur."

As soon as those words left his mouth a cold expression surfaced on Morgan Le Fay's face as she quickly raised her hand and unleashed a searing blast of magic. The blast sailed directly at Ben who was enveloped in a green flash a moment before the blast connected to its target. Nevertheless the explosion that followed blew Simmons aside along with the other gargoyles due to not reaction as fast this time.

"BEN!" Simmons called out in worry.

The dust cloud that had been formed vanished to reveal Diamondhead with his arms crossed in a defensive stance. He lowered his arms to give Le Fay a glare before he felt a sense of dizziness for a moment. He steadied himself to prevent falling over as he stood his ground.

 _"_ _That was close."_ The Petrosapien thought after avoiding near death. " _But this isn't good, she's clearly quite powerful if the fact I felt my knees almost buckle for a moment after taking that hit. Taking her down won't be easy."_

"It's impressive that you withstood that." Le Fay commented. "Then again I shouldn't be surprised since you cleared your way through all the trials to reach here. I had believed you'd perish in the third trial and I would need to clear it myself to reach this place."

Hearing that Ben gave a suspicious look to the sorceress. "You were watching us?"

"Ever since you entered the temple, I had watched you make your way here." Le Fay revealed. "When I felt the shifts in magical energies occur on your world I knew the kingdom I had searched for had finally resurfaced."

"But it's not completely vulnerable is it?" Angela said with a knowing look. "The fact that you're here by yourself proves that the spell Merlin cast over this place is still doing its work."

 _"_ _Merlin!?"_ Both Ben and Simmons thought at hearing the name of the renowned white wizard.

At hearing that a small frown appeared on the sorceress face. "Yes… the incantation Merlin put in this place still prevents me from summoning my minions in here or granting them entry. However it's been weakened enough to no longer be able to keep me out." She raised her hand as magic began to emanate from it. "And as you'll soon recall I am more than enough to handle all of you."

All at once purple lightning burst from her hands with the force of a thunderstorm. Multiple bolts of lightning were fired at the group like a raging wind.

Striking the ground with his fists Diamondhead created a large crystal wall wide enough to cover all of them. The bolts struck the wall and it withstood the assault thankfully.

"Nice defense there lad." Brooklyn complimented.

"Thanks now get to safety Simmons!" Diamondhead ordered knowing it wasn't safe for her here any longer. He had a feeling the wall wouldn't hold out against the next attack.

The female agent silently nodded before she ran off and away from the battlefield.

With her gone the combatants turned to their adversary.

"Goliath." Diamondhead called.

The lead gargoyle turned his eyes at Ben. "What?"

"Any chance you could tell me about Le Fay's powers so that I know what I'm up against?" The Petrosapien politely requested. Since he was going to fight a sorceress it would help if he knew what kind of magic she was capable of using.

"There isn't much I can say other than she's quite versatile in the arts. So expect almost anything from her." Goliath replied before turning his clan. "Gargoyles defend the castle!"

His companions let out a battle cry roar as they all expanded their wings. With a single flap combined with a high jump they all took to the air and headed straight towards Morgan Le Fay.

"Yes come to me and face your demise." Le Fay said with a smirk as if beckoning them.

"Face this you witch!" Angela screeched before firing a grey blast of magic from her hands at the sorceress. The other gargoyles followed her example and each fired a blast from their hands as well. Though the energy from them was each a different color matching their skin.

"Woah you guys can use magic too!?" Diamondhead remarked in surprise.

Le Fay swung her hand in front of her and created a purple dome shield of magic that absorbed all of their attacks into it. It's color changing and flashing like an aurora now from all the different colors.

"So you've learned to use magic." Le Fay commented revealing they hadn't had that skill the last time they fought. "Even so you are but mere amateurs while I am a master sorceress."

With a mere flick of her wrist the dome fired multiple blasts of magic of rainbow colors in a wide spread area aimed in the air. The gargoyles tried to evade the assault and managed to dodge a few but Broadway and Angela failed to keep evading and were blown out of the air and came crashing on the ground.

"Angela!" Goliath said as he ran to aid his daughter with Diamondhead following right behind him.

The sorceress however wouldn't have it as she raised and aimed her hand at them before reciting a spell. The ground beneath the two suddenly began to change becoming a lighter brown color as the two found their lower bodies sunk inside. Diamondhead's arms unfortunately ending up submerged also.

"Quicksand!" Diamondhead quickly identified.

"We're caught!" Goliath said while struggling to get out of it. He tried flapping his wings to pull himself up but the liquid sand held him firmly in place. "I can't get out!"

"It shall be your tomb." Le Fay said before aiming to finish them both off.

"No you don't!" Brooklyn said as he came in soaring from above getting her attention. The gargoyle then started firing a red blast of magic at her. The sorceress however merely raised her energized hand towards the incoming attack and actually caught it in her palm. She then reared her arm back before swinging it forward and hurling the attack back at him with greater force and size. The red gargoyle gave a large flap of his wings barely managing to evade the attack as she continued attacking him.

"Lexington with me! Broadway and Angela go help the others!" Hudson ordered as he and the small gargoyle joined the battle to assist their second in command. Le Fay turned and shot small blasts at the two but Hudson used his sword to deflect the shots away from them as they continued towards her.

Broadway and Angela flew to their sinking allies before grabbing them by the shoulders with their talons and trying to pull them out of the sink hole.

"Urrrggghhh he won't budge." Broadway said while pulling at Goliath who also kept trying to use his wings for more leverage but to no avail.

"Neither will mine." Angela said through a struggling tone.

Diamondhead struggled differently as he focused on trying to free one of his arms. "Keep trying I just need a little elevation." He told Angela while continuing to try and use his strength to lift an arm. For some reason this quicksand seemed much denser and harder to break out of. The female gargoyle continued trying to pull the crystal alien out of the sinking sands. He kept trying to force his arm out until finally… he managed to free it out of the sand.

"YES!" Diamondhead rejoiced before making an upward gesture with his freed limb.

The quicksand began to shake before a large crystal pillar burst from below with Diamondhead and Goliath on top of it as they were lifted out of the sink hole. Broadway and Angela had let go from being startled.

"We're free now!" The Petrosapien proclaimed.

"You have my thanks." Goliath showed his gratitude.

"No problem, now let's get back in this fight." Diamondhead said before he jumped down towards Le Fay as Goliath and the others flew to face her.

Speaking of Le Fay however her fight with the other gargoyles had been going in her favor. Despite their attempts they couldn't get through the sorceress's defenses as she kept them at bay and wearing them down. Lexington was down trying to catch his breath to get back up. Hudson on the other hand was shielding him from harm using his sword to just barely hold back a constant blast from Morgana. Brooklyn was trying to push the blast back with his own magic but it wouldn't budge an inch. The sorceress however found her attention drawn elsewhere when she looked up to see the shape shifter and the other gargoyles rejoining the battle.

"Heads up you witch!" Diamondhead called out as he fired a barrage of crystal shards at the woman like a machine gun.

Seeing the projectiles heading her way Le Fay used her remaining free hand to counter attack after chanting a spell. The shards that had been hurled at her glowed purple for a moment before they were all turned into leaves which fell harmlessly to the ground. Needless to say Ben was dumbfounded.

 _"_ _She can completely transmute things!?"_ Diamondhead though in astonishment as he thought she had simply altered an element when she turned the earth to quicksand but apparently she had likely transmuted it instead.

"Surround her!" Goliath ordered as they all flew around her in a circular pattern leaving her with no opening out.

"Your pitiful attempts will fail." Morgana declared before she raised her hands to cast a spell. A green flash of light however made her stop as she looked to see the shape shifter in a new form. He was now in the form of what she could only describe as a fire demon made of volcanic rock, lava and fire. Said demon proceeded to unleash a massive torrent of fire. Reacting quickly she formed a dome of energy to shield herself completely. The flames struck and passed around the dome like water around a rock.

The size of the flames hid Heatblast from being seen as he secretly walked closer until he was almost in front of her dome. Once he was he instantly changed form into Chromastone causing his fire attack to cease. He quickly put his hands on the dome starling Le Fay a bit at his sudden up close appearance. Her startled expression turned to surprise when she saw her dome weaken and disperse as it seemed the shape shifter had actually absorbed her magic.

"Surprise!" Chromastone said before taking advantage of her stunned reaction and jumping backwards right before shouting "Now!" to the gargoyles.

Getting the message the 6 defenders of the kingdom all fired a twin blast of magic from their hands. The blasts all converged on the center that was Morgan Le Fay before they all appeared to strike her at once and enveloped her body in the assault. The combined energies caused an energy built up as a dome of energy began to form and grow. It continued this before it seemed to reach critical mass and detonated in a huge explosion that blinded them all in a bright light that shinned as if a miniature sun were in the cavern.

The intensity of the light made the gargoyles cease their attack to shield their eyes. Chromastone on the other hand didn't need to cover his eye due to its crystal essence being unaffected. When the light from the blast died out they all saw a large crater in with a diameter of 15 feet expansion and at least 6 feet deep. The gargoyles landed down to check the impact zone.

"Did you get her?" Chromastone asked wondering if that was the end of her.

"Not sure… I think so." Brooklyn pondered.

"Wrong again." A familiar female voice said from behind them, startling the fighters.

They turned around too late as what could only be described as a tidal wave of magic washed over them. The gargoyles all cried out in pain as did Chromastone for a long moment before he fought through the pain and began absorbing the magic. His actions dulled the pain he felt but the same couldn't be said for the gargoyles as he couldn't absorb it all fast enough. When the large scale attack finally ended Chromastone was the only one still standing while the gargoyles were all on the ground in almost agony.

"Are you ok!" He asked the downed gargoyles.

"Urghhh still alive… but not feeling too good." Hudson replied as he felt his whole body aching.

"Oowwww… I think I blacked out for a second or two there." Brooklyn commented as he was still seeing spots.

"Blacked out… I think my stomach was getting ready to spew out." Broadway remarked while covering his mouth.

The others all voiced their thoughts before slowly pulling themselves off the ground and standing on wobbling legs. They all looked to see Morgan Le Fay hovering in the air before them.

"Still alive I see. But from the looks of things apart from the changeling your all on your last legs. It won't take much for me to put an end to you." Le Fay mocked from seeing their difficulty remaining upright.

"How'd she avoid that assault I could've sworn it made contact?" Chromastone questioned since there was no way she had simply flown out of the way. He would've seen her do that for sure.

"My best guess is she teleported out of the way right before we nailed her." Goliath deduced with a growl at having missed their best shot at beating her.

"You guess correctly." Morgana cleared up. "Though I was surprised the shape shifter managed to breach my shield, your attempts were all for naught." She said earning scowls from all the gargoyles. "Now it is time I bring this battle to an end. For although I would enjoy continuing to torment you all, I came here for a specific purpose. So I shall not continue to waste my time on the inferior." she then began to chant a new spell.

Seeing this they all ran to stop her but then the ground tore open and large grown vines sprang forth. The vines then proceeded to quickly wrap around everyone ensnaring them in its restraints.

"Rooooooar!" Goliath shouted in aggravation at being caught again as he tried to rip and tear his way out but the vines wouldn't snap despite his strength.

"I can't move!" Angela shrieked in equal anger as she and the others tried in vain to break free. Hudson even tried cutting the vines with his sword but even it couldn't slash the sturdy plants. Chromastone tried blasting the vines off using his eye but even that didn't work.

"This isn't working!" Chromastone argued before transforming back into Heatblast to try and burn the vines. The plant based ropes did start emitting smoke but they didn't seem to be burning at a fast enough rate. Seeing that he were at least somewhat damaged he changed forms again this time into Four Arms. The Tetramand used his supreme strength to pull against the bindings. This time the result was more acceptable as the vines snapped and broke off from him.

Le Fay saw this but wasn't concerned. "A noble but wasted effort." No sooner did she finish saying that did new pairs of vines spring out and restrain the Tetramand. This time pulling down and forcing on his knees despite his attempts to resist. "Struggle all you like it won't matter." She said before raising her hands to the sky. "I thought about how to put an end to all of you. Although death is what I would prefer I believe I have come up with a more fitting end for the likes of you." She said cruelly before she began to recite a new spell. "Domyatis Duncastelun Sapernubes Asquendarze."

Four Arms and the gargoyles all of a sudden felt an ominous gust of wind suddenly sweep them. The air began to be filled with transparent purple smog as it circled around them. That's when they began to feel a strange sensation fill their bodies. They looked to down only for their eyes to widen in horror.

The reason was because they're bodies were turning into stone from their feet and up.

"Oh no!" Angela cried out knowing what was going to happen to them.

"She's putting us to sleep!" Lexington screamed in fear as he felt his legs go numb before it spread up to his chest.

"Speak for yourself I don't turn to stone when I sleep!" Four Arms yelled out as he felt his strength leaving him as he felt his body becoming unresponsive. _"Diamondhead!"_ he thought out to change form only to get a shock when he didn't transform like he usually did.

 _"_ _Swampfire! Big Chill! Ghostfreak! Fasttrack! GREY MATTER!"_ he though the last one desperately hoping for any form at this point but nothing happened. Even since he obtained the master control he practiced, trained and disciplined himself to control his transformations properly. The transformations were controlled by his thoughts but it wasn't simply enough to just call out the form he wanted. He also had to picture the matching form itself in his mind. This was so that he didn't accidentally transform while he slept or when his mind suddenly thought about an alien form subconsciously.

 _"_ _Oh this is not good."_ Four Arms though in panic as more and more of his body was turned to stone.

"No not like this, it can't end like this!" Goliath wailed in denial and anguish before he looked to his daughter and tried to reach for her. "Angela!"

The female gargoyle turned to him as she also reached out her hand to try and grab him. "Fa…" her words died in her mouth as she and everyone else was completely turned to stone. Expressions of panic, anger and horror now separately frozen on their faces.

Seeing her enemies defeated Morgana simply walked towards them. She looked to Goliath and his daughter reaching for each other's hands. They were so close to touching yet they may as well have been far away.

"You should've stood aside Goliath, I would've sparred you if you had." She told the petrified leader before turning to the now stone shape shifter. "I must thank you changeling for clearing the way for me. Thanks to your efforts I was able to finally make my way to my brother's precious kingdom." She said while trailing her hand over Four Arms face almost affectionate like. She then looked to the castle with a cold smile.

"Now to claim what's mine." Morgana said before making her way to the castle. She could've teleported there but she wanted to savor her triumphant moment. So she simply walked there to enjoy the sight of it.

Unknown to the sorceress however was that inside the castle hiding behind a glassless window was Simmons observing with a pair of binoculars. She had seen everything that happened when they were still fighting against Morgan Le Fay. When the sorceress turned them into stone Simmons became distraught. Then the fear began to set in when she realized that she was all alone now with a powerful super villainess heading her way.

Naturally she did the only thing she could do in this situation. She ran to find a place to hide and hopefully try and think of some way out of this situation. Thought honestly she questioned her chances of making it out of this alive.

* * *

 **That's right I brought in everyone's favorite Gargoyles. The Manhattan Clan** ** _(or Camelot Clan in this case)_** **are based on the same characters but with a different history. Now you might be wondering why I didn't include Bronx? Well that's because I wanted to keep the Gargoyles down to one kind with no other subspecies. Bronx was a flightless, nonverbal Gargoyle so I removed him not out of dislike but necessity.**

 **Why did I bring in the Gargoyles? Well for those who may or not know there has been a string of shows making reappearances in some way. Hey Arnold and Invader Zim came back with a movie, Rugrats is returning with episodes and a movie, Proud Family is getting a sequel, Young Justice returned after years on hiatus, All That came back with an all new cast for this generation. It just seemed like the classics are making a comeback which got me thinking on other shows I would LOVE to see return. That's when I thought about Gargoyles, there were many ideas about a possibly spin off for them: Brooklyn's solo adventures in time, Goliath and Elisa with an adopted child, Arthur and Griff searching for Merlin, The Olympians.**

 **There were so many possibilities, yet they chose to use none of them. So I brought them here to honor them and also because they made perfect additions to this arc. I couldn't figure out a proper use for human knights so I went with them instead. I hope you enjoyed their appearance here. This MIGHT not be the last time you'll see them when the ARC is over at last.**

 **Now on another note I'm looking for a beta reader. Someone who can fix errors and offer ideas that inspire me into a brainstorm of alternatives I could implement. If it's someone who already Beta's for a skilled author then that would be very appreciated.**


	13. The Past Resurfaces part 4

**Well things have changed since my last update. The virus has finally reached my home island, cases reported, quarantine and lockdown has been made. I have been in isolation at home for more than a month so far. This change in life has made me put less focus on writing. Now I am more on things like video games, tv, reading fics, exercising, playing board games with the family and anything else to pass the time happily. That isn't to say I've stopped completely; I'm just going more slowly now. So, I hope you enjoy this chapter and that like me it brings you some joy in your life like when I read other fics. God only knows when this pandemic will end and we'll all be free.**

* * *

 **Chapter 13: The Past Resurfaces part 4**

Morgan Le Fay continued her walk towards the castle of Camelot. Her victory over the gargoyles and shape shifter finally secured her possession of it. Now there was no one left to oppose her.

 _"_ _No wait…"_ She stopped in her mid-step when her mind recalled the female mortal that had run off.

She had almost forgotten about her. Then again it was no wonder since she was no threat or even opposition for the likes of the sorceress. She remembered watching her uncovering the answer to the first trial gate. The mortal was clearly not a fighter given how she didn't participate in the second or third trial to assist her ally. The fact the she had also run off before the fight began was another example. She looked to the castle guessing the girl must've gone inside to hide.

 _"_ _No matter, once I obtain what I seek I'll rid her presence from my kingdom. Should she dare try and oppose me she will suffer the same fate as her comrades."_ Morgana thought in certainty of the events that would play out.

She turned to give one last look at the petrified statues. It's almost a shame they had to end up that way. As one of the few beings still alive to this day she had a secret appreciation for those who remember what life was like back in the old times. The dark ages where she was well known throughout the land and where she stuck fear into the hearts of others. Now in this era her name was remembered only in myth and legend. Thus the reason why it was a shame she had to remove the gargoyles. It would've been better if they had joined her to avoid their fate. Unfortunately she knew they would've never accepted. Their loyalty and dedication to her dam brother, his mentor Merlin and their own code of honor would never let them side with her.

"Truly foolish creatures, they should've joined me to save themselves." Morgan Le Fay said as she resumed walking towards the castle. "Now at long last my brother's kingdom shall be mine." She looked to the castle with delight at finally obtaining it after all her years of searching.

 **"Beep, beep, beep"**

The sorceress stopped in her tracks when she heard a resounding noise and turned to her petrified victims. She looked to the form of the stoned male mortal which seemed to be the one emanating the sound. Puzzled by this she got closer to get a better look on why that was happening. Her petrified victims shouldn't be able to make any noise in their current state, so why was this mortal?

She looked and saw something strange. On the changelings shoulder was some kind of icon. However that wasn't the strange thing, what was odd was the fact the icon wasn't stone like the rest of the body. That surprised her since her spell should've turned every part of his body and everything they wore and were holding into concrete. She continued to gaze and saw the symbol of the device was flashing a green light as it blinked on and off.

Her thoughts were broken when she saw cracks appearing all over the mortal's body. A green light was emitting from within as if his body were a star about to shed its planetary shell. Before she could ponder on what was happening however the stone body of Four Arms erupted in a small explosion of green light. The sorceress shielded herself as shards of stone flew past her and the light momentarily blinded her. When the light died out she saw the shape shifter had returned to being flesh and blood, her spell apparently undone somehow as he was now in human form.

"You broke free of my spell!?" Le Fay said in slight surprise at seeing that.

Ben glared at her but instead of responding with words he transformed into Fasttrack. Before the sorcerers could react he was instantly running around her. His high speed creating a twister that pulled her off the ground and into the eye of the cyclone as she found herself being spun around.

"Wahhh!" Le Fay yelled for a moment at the surprise attack. However despite the fact she was being spun at a speed that would've made someone disoriented, she managed to suppress that feeling and concentrated on her powers. Her eyes and body glowed yellow before her body stopped in place and the twister surrounded her instantly dissipated. With that done she floated back down to the ground to face her enemy.

However once she did she noticed that her attacked and other petrified victims were now gone. Apparently the shapeshifter had used the cyclone as a distraction to secure his comrades to a safer place. She didn't have to wait long however as the black and blue speedster dashed back and stopped a few feet right in from of her.

"Using a diversion to secure your helpless allies, how pitifully simple." Le Fay told the high-speed alien.

Fasttrack gave her an angry smirk. "Nevertheless it still worked against you didn't it?" He taunted the sorceress earning a sharp look at her for his jab.

"So it did." She said reluctantly.

"By the way woman, if you want to curse someone try using your words instead of some spell of petrification." The speedster alien remarked.

"How about I just do this instead." Morgan Le Fay said before raising her hand as it glowed with a yellow aura of power.

Fasttrack was expecting her to fire a blast at him which he could've dodged easily with his speed. What he wasn't expecting however was for the ground beneath him to suddenly turn into a swamp and for him to start sinking.

"What the!?" Fasttrack said in slight panic as he struggled trying to pull his legs out. "A swamp!? Ok I'll admit that was a good retaliatory strike," he confessed at her smart counter attack as he tried to escape the mucky deep. The earth rumbled before him and the speedsters green eyes widened as Morgan morphed the stone before her into the shape of five large dragon heads.

"Oooook I'll admit that's kind of cool." The speedster confessed.

With eyes that glowed gold with power, the stone reptiles had a similar glow appearing from the backs of their throats before they unleashed powerful tongues of yellow flame. The fire blasts made contact with Fasttracks position and engulfed the Omnitrix wielder in a fiery explosion, the accompanying shockwave causing a massive gust of wind that made Le Fay's hair billow wildly. Her glowing eyes narrowed as she watched the cloud of dust and embers. She knew from experience that there were some durable enough to withstand an attack of such a magnitude. There were not many of course, but they still existed, and so with a wave of her hand she made the cloud dissipate with a gust of wind to confirm her suspicions as there was no body present within the smoldering crater.

"Where are you, shapeshifter?" Le Fay muttered as she glanced around the battlefield. The hairs on the back of her neck suddenly stood ramrod straight, a sudden feeling of cold passing through her body before the world literally froze around her. Her body becoming incased in a prison of ice like a frozen specimen.

Big Chill chuckled as he folded his wings around her and tapped the icicle that he turned her into.

"Well looks like you've caught a case of frostbite." The Necrofriggian quipped humorously.

The humanoid moth paused in his amusement as he saw the ice literally undergo the melting process within the blink of an eye. Le Fay raised an eyebrow as the melting ice hovered above her, wrapped in an aura of golden magic energy.

"I have been alive for centuries with all manner of men trying to kill me in any way they could possibly fathom with their minuscule imaginations. Clearly the human race has not progressed much if you believed freezing me solid is the best you could come up with for doing me in."

"Hey! I'll have you know my imagination is amazing, your expectations are just too high!" Big Chill shot back.

"Clearly." Le Fay stated with a bored tone. With a lazy flick of her wrist, the water split into numerous orbs before they lengthened and solidified to become dangerous ice spikes. The icy projectiles were then launched, but Big Chill simply became intangible and Le Fay looked somewhat impressed at the ability. The Necrofriggian strode through the ice spikes that Le Fay had fired at him as if he were taking a stroll through the park and a made come hither motion with his three-fingered hands.

"That all you got?" He returned her previous insult.

"You believe this to be a game, young shape shifter?"

"It makes the fights more fun for me to be honest." He remarked while not mention it was also to help him avoid losing his cool and mocking his enemies into getting angry and making mistakes.

"I concur, but my dear…if you believe this to be a game..." The earth trembled and Big Chill began to feel a spike of anxiety as Le Fay's body glowed with power. "...Then I've only just begun to play."

The Necrofriggian audibly gulped as a predatory grin spread across Le Fay's face, threatening to split it in half. A telekinetic force tore through the air and slammed into Big Chill, despite his form being intangible. The wind was knocked out of his lungs, a bit of blood mixed with spit flying from his mouth before he was sent rocketing across the battlefield. His momentum caused him to tear a trench in the ground as he made contact with the earth, but he quickly recovered and climbed back to his feet in time to see a blast of golden magic energy rocketing towards him.

In a flash of green, Ben transformed into Feedback and absorbed the blast into his body. The sound of the energy charging his body like a turbine echoed throughout the cavernous battlefield and Feedback's body glowed with emerald light before he fired the energy back at its user. Le Fay ducked under the blast, a powerful explosion occurring behind her but she paid it no mind. Bolts of crimson lightning danced from her fingertips before tearing the earth asunder in its quest to electrocute the Omnitrix wielder.

Feedback hopped into the air and drew the lightning towards him, charging up his body once more before firing a green beam of energy from his antennae. Le Fay erected a shield of energy, blocking the strike before moving her hands in a circular motion. The energy shield twisted and morphed, space itself ripping at the seams as the powerful sorceress summoned a vortex that literally began to disintegrate the matter in came into contact with.

"HA!" She pushed the vortex towards the airborne hero. However the Conductoid reacted fast by firing energy from his hands to propel himself away from the attack. When the attack came after him he channeled lightning in his hands before clapping his hands together.

"CRAAAACK BOOOOM!"

A loud sounding burst filled the cave as the thunderclap reverberated. The force in the air spread faster than the speed of sound itself as it vaporized the vortex. The sorceress looked with slight wonder at what he had done.

"So you can bring forth the fury of a storm." Morgana said while concealing her fascination. She raised her hand as she channeled more power. "Then let us see how you fare against this."

She threw her hand forward and fired a blast of magic the size of a house and with the force of a runaway train. Feedback shot his hands forward to block it right before it reached him. The collision pushed him a few feet back before he was able to hold his ground and absorb the continuous attack. That wasn't the only thing however as he also proceeded to advance towards her while continuing to consume her magic.

Morgana say this and poured more energy into her attack trying to force her way through him. The Conductoid however stood firm and didn't falter in the slightest as he kept pacing towards her while taking in her power into himself. The sorceress was stunned by this.

 _"_ _Does he have no limits in his consumption!?"_ The sorceress thought incredulously at the idea. She began to think that she should take a different course of action to handle him. That however soon proved too late when all of a sudden he lunged forward and grabbed her by the wrists and hands while pulling her hands up as they now stood face to face.

"Got you." Feedback said with a grin.

"Unhand me mortal!" Morgana yelled with anger at the audacity of this mortal daring to put his hands on her. No man may put their hands on her useless she permitted it. She tried summoning her powers but the alien absorbed it from her hands before she could form an attack.

"Oh I will but first I'd like to apologize for your pain." He said earning a confused look from her.

"What pain?" She questioned since she wasn't in any agony of the sort.

"THIS PAIN!" He said right before slamming his forehead against hers eliciting a pain filled yell from the sorceress. But he wasn't done there as he followed that up with a knee kick to gut that knocked the breath out of her. Following that up the Conductoid pulled Le Fay by her arms and threw her over his shoulders right before slamming the woman on the ground hard earning a loud thud.

"Uuuugghhh." Le Fay groaned in slight pain as her eyes were shut. However that only lasted a moment as she opened them to see Feedback charging an electrical attack. Reacting quickly she teleported out of harms way right before the attack hit where she had been lying down.

"Ok that teleporting trick is going to get annoying." The Conductoid muttered to himself before trying to locate the sorceress. When he didn't find her around him he looked up and spotted her high up in the air with her hands raised.

"Your interference is starting to try my patience." Morgana said before casting a spell as she summoned what looked like storm clouds. A flash of lightning occurred before it began to rain. However it wasn't mere water that fell but something more lethal.

"Aaaagghhhh!" Feedback screamed in pain as he felt the drops burning him. It was during this pain that he realized it was raining acid. Something he hadn't experienced since the time he fought Diagon. The fact she could do this surprised him as it seemed her level of magic was more than he expected. He put any further thought aside as he changed forms.

Morgana saw her acid rain harming the shape shifter. But then she saw a green light as he changed forms again. She now saw him in the form of someone who looked to be wearing a full body suit of armor that covered him completely.

"NRG!" The oven armored alien cried out. The pain gone as the acid rain failed to breach his containment suit. He looked up at the woman before firing his radioactive blast.

Morgana flew to the side avoiding the beam as it passed by her and went through the acid filled clouds. NRG didn't stop however as he kept pouring out energy into his beam and with a slight tilt of his head he moved it towards her. The energy now looked like a laser as it continued to cut through the clouds as it headed for her. Le Fay avoided this again and kept her distance from the beam. Eventually she had enough and teleported out of harm's way again.

"Oh come on, not this again." NRG groaned in annoyance. That teleportation was making this fight never ending if this kept up. She would keep using it to avoid taking a severe hit. Plus with her in the air he couldn't get a good shot to bring her down. Not to mention his flying aliens didn't have the kind of power he needed to defeat her. Before he could continue to ponder this however a surge of pain emitted from his back.

"Gaaahhhh!" The armored alien cried out as he tumbled forward as almost losing his balance. He turned around to see Le Fay with her hand extended. "So you like shooting people in the back do you!" he responded in kind by punching the ground before him.

Morgana raised an eyebrow at his action before it was replaced with alarm. The ground began to darken and light up as it resembled the surface of an active volcano. She immediately jumped back and flew into the air just in time to avoid geysers of lava that erupted on the ground. Had she been a moment slower her feet would've been burned by the heat now emanating from the ground as well.

"Summoning the fury of a volcano to try and smite me, an impressive but wasted effort." Morgana commended him before looking at the surroundings. "And it seems you care not for what befalls this village."

At hearing that NRG looked around and saw to his horror that a few of the houses were now on fire from the lava spewing. Some of the roofs had also been damaged by Morgana's acid rain. Ben cursed his carelessness and wondered if he should put out the fire. He immediately dismissed that thought since even though he wanted to save the village he couldn't. He would have to change forms to do that and if he turned away from Le Fay she was viable to take advantage of his occupied attention. The only thing he was glad about was that the area where the crops were had been unharmed so at least there's that.

"I got a little reckless…" NRG admitted before continuing. "But you've done your share of damage also."

"It matters not, for it is the castle I desire not this village." Morgana reminded him.

"You won't get it; I'll make sure of that." NRG proclaimed with determination.

At that the sorceress smirked. "And how do you plan to do that foolish mortal?" She asked in amusement.

"By defeating you like this!" NRG said before transforming again. The flashing green light momentarily forcing her to squint her eyes to handle the bright light.

"Ugh!" Morgana let out a pained sound as before the light even finished dying out she found herself getting struck by something as she felt her left cheek. A stinging sensation she felt from even gently touching her face. "What was that?"

She looked for her opponent but didn't see him anywhere. A sudden strike to the back of her knee broke her thought as the blow forced her leg to bend and made her kneel. Another hit to her shoulder knocked her down to the ground. She quickly got up and with a cry she unleashed a burst of magic the exploded around her in a large shockwave that spread out. Many of the already damaged houses that were still burning were blown away. The flames were snuffed out and their structures reduced to rubble as everything around her collapsed into ruin.

When she finished her attack she glanced around her surroundings for her attacker but still didn't see him. Did that mean she somehow missed even though she attacked all around her?

She got her response when she suddenly found herself being grabbed and slammed into the gate wall. The impact was so sudden and quick she didn't even register what had happened till it was too late.

"Agh!" She cried out as she fell forward before she stopped herself mid fall. However she soon found something grabbing her and slamming the sorceress back into the wall as it maintained a grip on her neck to keep her pinned. She now got a good look at her attacker who appeared to be a blue reptile with skintight black armor.

"Too slow on that one witch." XLR8 taunted while keeping a firm grip on her although being careful he didn't choke her.

"You… another speedster, I should've known." Morgana said bitterly.

"But you didn't and now I have the advantage. So if you wish to avoid further pain then you will undo your spell and return the gargoyles back to normal. Do so and I shall let you leave this place without further harm. I would hate to have to injure you any further if I can avoid it" XLR8 told her.

What the sorceress didn't know was that Ben had already tried to restore them himself using the generic repair feature of the Omnitrix. However he found out that it couldn't return them to normal for some reason. It seems Morgana's magic was too advanced for his Omnitrix to undo. The only reason it worked with him was likely due to the life saver function which automatically changed his DNA from a petrified alien into human form. So it seemed like while it couldn't restore the DNA of Four Arms it could turn him into a different form who's DNA hasn't been affected thus returning him to flesh and blood. He wasn't sure if that meant Four Arms DNA was now unusable. He could've checked by asking the Omnitrix A.I but this wasn't the time for that now.

He waited a moment for the sorceress answer giving her a moment to come around. He knew she had heard him clearly despite whatever pain she might be feeling. The fact she her lowered her head making her hair fall forward a bit and hide her eyes behind makeshift bangs was proof of that.

Ben could've continued thrashing her but he didn't enjoy the thought of continuing to harm someone when they were restrained at the moment. The fact she was also a woman might've also had a part in it since even as a kid he didn't enjoy having to fight females. That wasn't to say he wouldn't bring them down if he had to he just preferred avoiding it if he could somehow. Finally however she gave a reaction in the form of her raising her head and her eyes snapping open with clear anger reflected in her orbs.

"You dare…." She whispered so lowly it was almost unheard by the hero.

XLR8 blinked and then felt a very cold chill go up his spin when he looked into her eyes. Before there had been calmness, amusement and a look of someone who saw themselves as superior. Now however all amusement and calmness was gone, replaced with sheer anger and a thirst for retribution. What followed that was an imminent sense of danger as the speedster released her and moved backward right before the sorceress lost it.

"YOU DARE PUT THY FILTHY HANDS ON MY BODY AND SPEAK DOWN TO ME!" Morgana yelled out right before her entire body seemed to explode with power. The wall she was held against instantly crumbled as the majority fell to pieces. The earth itself shook as the cavern began to fall apart as the ceiling began to rain stalagmites and large rocks.

 _"_ _Dam I think I made her snap."_ XLR8 thought in panic as he tried to keep his balance during the trembling earth while dodging what was falling all around him. _"Good thing I put the gargoyles inside the castle where it's safe otherwise they'd be crumbled by all this."_

"CHANGELING!"

XLR8 cringed and turned to the voice of Morgana as she hovered mere inches off the ground. Her body surrounded in a powerful purple aura of power that vaporized every rock that fell near her. Her eyes were glowing completely golden and her hair was even waving around a bit as if from a breeze.

"I get the feeling I'm in very big trouble now." The speedster told himself in dismay right before the sorceress soared towards him with a battle cry.

"Come on Ben don't give up." Simmons said while watching the fight from her binoculars.

After she went into hiding she searched around the castle for anything useful. Sadly however she couldn't find anything that could help her. There were some old suits or armor used as décor, some swords hanging on the walls and even an old armory that housed some crossbows. However none of these things would stop the powerful sorceress. At best she could just set up traps to try and slow her down a bit. This happened to be precisely what she did despite knowing it wouldn't save her in the end.

That all changed when she heard the sounds conflict again. Needless to say she was overjoyed when she saw that Ben had somehow returned to life from his petrified state as he fought the sorceress on his own. She silently watched and cheered for him to win. It seemed like they were evenly matched at first with Ben managing to land some hits and forcing Le Fay on the defensive. However he hadn't been able to land a serious blow as the witch kept blocking and avoiding everything serious that he threw.

She held onto the wall when Le Fay had snapped and shook the ground in fury causing a small cave in. Thankfully the ancient castles structure held firm as it didn't collapse in the slightest. She also knew Ben hid the gargoyles inside the castle somewhere since when he did that he quickly told her so. Though he neglected to mention where exactly he hid them she figured it was for their own safety.

Now however the fight was no longer even as it turned to Morgana's favor. Her angry outburst and state of anger now had her dominating the fight. The reptilian speedster tried to use his superior speed for his advantage again but Le Fay casted some kind of levitation spell. The spell seemed to lift everything that wasn't rooted to the ground as XLR8 was raised off the ground. The now helpless alien could do nothing to stop Le Fay from blasting him. Her attack enveloping him as it blew him far back to the ground where he skids off the ground forming a clear path of destruction.

A green flash of light shone before she saw XRL8 had turned back into pain who clearly looked to be in some pain. He barely regained his senses in time to transform when he saw Morgana firing at him again. The form of Jetray now present as he used his speed to dodge by flying up in the air. Le Fay flew after him and he fired his eye beams at the sorceress but that didn't even slow her down when she concocted a bubble like barrier to block it without stopping.

* * *

 **Meanwhile**

"Where did that come from?" May questioned after feeling the earthquake shake the ground.

Fitz got to the onboard computer and started typing to connect with a satellite. He then had the screen project a map of the area which then showed their location in the red dot representing the epicenter. However the coordinates stated that the origin point was from below ground.

"It came from the underground temple." Fitz stated what he hoped wouldn't have been the cause. His worry for Jemma only increasing now after this quake which he had no idea what it could've meant for their wellbeing.

"I was hoping you wouldn't say that." May said with a sigh. Her mind wondering what on earth was happening down there and how the rest of the team was doing. "Any progress with our communications?"

"NO I HAVEN'T HAD ANY PROGRESS!" Fitz yelled out earning a surprised look from May right before the man also got a stunned look when he realized his outburst to his superior. "I'm sorry I didn't mean to shout." He quickly composed himself and apologized for his folly.

"Your worried, it's understandable. The fact that there doesn't seem to be anything we can do right now only adds to the frustration." May said understandably.

"I'm not used to this." Fitz said with his head lowered. "Being useless."

"You're not useless Fitz, our attempts are just unsuccessful." May said in an attempt to try and cheer him up.

He turned to her. "Still doesn't change the fact that nothing I think off will be helpful. I can't figure out the how we can get communications out or how to help Jemma and Ben."

"Sometimes matters are out of our hands and in someone else's." May said. "What's important is not losing hope that your teammates will return."

Fitz looked to her with an inquisitive look. "Where you always this philosophical?"

"Heard it from Coulson." May revealed not bothering to take credit for her friend's words.

"Ah that explains it." Fitz muttered but it was still heard.

Suddenly they felt the plane vibrate a bit as it seemed to be from an aftershock or a much smaller tremor. The trembling continued for a few seconds before ceasing just as quickly as it started.

 _"_ _This is not helping my nerves."_ Fitz thought while trying to calm himself and hope the others were doing ok.

* * *

"Gaaahhh!" Eyeguy cried out as he was blasted through a house and crashed on the ground. His body covered in bruises and what looked like burn marks as most of his eyes were red and puffy from the pain and irritation they felt. The multi eyed alien struggle to his feet as he looked up to see Le Fay raise her hands as she channeled power.

The ground in front of him began to rise and took the form of what looked like a demons head with horns, fangs and eyes that were glowing yellow. Its mouth was big enough to swallow a tank as it roared at him before lunging to devour him. Channeling power into his ocular orbs the alien unleashed multiple blasts of cryogenic energy freezing the demonic golem head in place. He then quickly fired high powered beams from his eyes to shatter the frozen head to pieces. His small triumph was short lived however when Le Fay made bolts of lightning rain down from her hands which struck the alien hard. Eye guy could do nothing but let out a painful scream before he fell to his knees and his transformation came undone as Ben was now panting trying to catch his breath.

"So you finally decide to kneel to me." Morgana said with a trace of mockery on her voice.

Needless to say for the alien hero the fight has not been going good for him. Ever since the sorceress snapped he's been struggling just to stay alive on the defensive. The woman had thrown away all concept of toying with him as she unleashed her true powers against him. He had thought she'd be careless when angry but he was dead wrong. Instead her power and ferocity among other things had been greatly enhanced. She made no mistake, she didn't leave herself open for a counterattack, she simply attacked him with a vengeance. And now he was witnessing first hand why she was so renowned and one to be feared.

 _"_ _She's too strong."_ Ben dreadfully confirmed to himself. _"My energy absorbing aliens can handle her energized attacks but she knows spells for overcoming them and controls physical objects to fight back."_

He had used Feedback and Chromastone to try and retaliate on her but it was in vain. Feedback had gotten frozen when she created a powerful arctic blizzard to freeze him solid. He suspected it was payback for when he froze her. Heatblast managed to escape from that confine and then he turned into Chromastone to continue. Unfortunately for him however Morgana had then cast a spell that somehow turned his body into some kind of magnet for earth. The piles of rocks and stalagmites that had previously fallen flew at him sticking to his body. The pressure they caused increased with every other rock that joined in as he felt himself slowly being crushed as if he were on a trash compactor. It was only by the saving grace of turning into Ghostfreak that he saved himself. The transformation apparently cancelling out the effects of her spell as he phased out of the stone tomb and turned into Eyeguy which led to how he currently was.

"Your efforts have been in vain and now it is time you perished." Morgana said before raising her hand and creating a large sphere of magic that looked like a small sun. She then hurled the sphere at the downed human.

Ben looked at the incoming projectile in momentary awe before he was once again enveloped in his green flash. His new form revealed to be a short alien wearing a full body white suit with what looked like headphones on his ears. His green eyes were squinted in a permanent gaze like look. Another noticeable feature is a square appendage resembling an MP3 player behind his back with a port on it. It was decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He has circle-shaped indents on the back of his hands which are also green.

Echo Echo wasted no time in quickly splitting into clones of himself who all spread out. Morgana's attack striking the one left behind as it completely enveloped the duplicate and destroyed by the overwhelming attack. Echo Echo and the other copies could only wince as they heard the momentary screams of his clones before it was annihilated. They would not let his sacrifice be in vain.

Morgana glanced around her to see that her adversary had multiplied. "Duplication? Interesting but like all your efforts they are futile." She said before rising off the ground and channeling power again for a different attack.

"See if this is futile witch, cause your about to face the music!" Echo Echo exclaimed as he and the clones encircled the sorceress. Le Fay's eyes widened as the clones inhaled deeply before unleashing powerful blasts of sound from all directions. Morganas eyes widened right before she instantly covered her ears and screamed in pain. Her shriek would've been noticeable if not for the fact they were being overshadowed by the high-pitched sounds of Echo Echo's attack. Her inner ear struggled to maintain its integrity and she fell to the ground and her knees in a bout of vertigo.

"You...vile...little...cockroach!" Le Fay roared out painfully. She tried to teleport out of the area but couldn't concentrate enough to do so. The high pitched waves of sound were more excruciating then the Banshee's own shrieking voice.

The team of duplicates heard her insult thanks to their advanced hearing and responded in kind by increasing their sonic output. Its effects working instantly as the sorceress got a more pain filled expression. They were surprised she hadn't lost consciousness yet from their combined assault. Ben idly wondered if that meant her body also had some minor form of magical protection that reduced the damage she should be taking.

"I… won't… be… DEFEATED!" Morgana cried out in defiance before she fought through the pain and made the earth rise around her forming a dome wall to take the brunt of the sound waves. The wall immediately began to crack from the pressure of sound hitting it. She also had the earth envelop her as she used it for armor and covered her ears with it for additional protection.

"That barricades not going to do you much good!" Echo Echo shifted into Terraspin causing his clones to disappear as a result. Tucking his head into his shell, the turtle-like alien hovered in the air and began to rotate his fins to generate a powerful burst of wind that bordered on the level of a typhoon. The wall which had already been cracked fell apart as it was blown away like a cracker that had been smashed. Le Fay stood strong however; the weight of her armor keeping her from being affected by the reptilian alien's attack. The winds then began to circulate until Le Fay was placed within the eye of a massive tornado, but even that did little to break through her armor.

"You think a mere breeze will be enough to stop me!?" she protested the notion of it.

"No, but give me a sec!" Terraspin stopped spinning as he shifted into Heatblast. The pyronite unleashed a powerful blast of flame that melded with the tornado and Le Fay grunted as she found herself engulfed by a fire tornado. The raging firestorm heated her armor immensely, and so she quickly broke out into a run, tearing through the fire tornado and thundering across the battleground to attack her opponent. However, her heated armor was met with a blast of frigid water as Ben switched to Water Hazard. The alien of the Andromeda galaxy continued to pour on the blasts of pressurized water, steam rising from the formerly superheated rock armor as a spiderweb of cracks spread across it surface.

"Now I got you!" In a flash of green light, Water Hazard morphed into Cannonbolt. The spherical alien scuffed up the dirt as he generated enough RPMs to mimic that of an Indie 500 race car before rocketing towards Le Fay. Exposure to intense heat and cooling made the once durable earthen defense significantly more brittle and thus Cannonbolt's charge was capable of shattering the armor and slamming into Le Fay head on. The sorceress's eyes widened as she felt the wind being driven from her lungs, time seeming to slow down for a brief moment before her body registered the impact and she was sent soaring through the air and into the face of a stalactite.

"BOOM GOES THE DYNAMITE!" Cannonbolt whooped before he felt a wave of dizziness for a moment. He bent down and held himself up by the knees as he panted a bit. All those transformations were really starting to put a real drain on his stamina. He probably only had a few left in him before he got exhausted.

Morgana's body continued to soar backwards as she crashed through stalactites before colliding with the wall. The impact causing it's already weakened structure to fall apart. She fell to the ground with a significant portion of the wall collapsing on top of her. Her body now completely buried under rubble.

"Pant… pant… please be unconscious… please be unconscious." Cannonbolt prayed hoping the fight was finally over.

The cavern was silent. Not a sound was made as Ben waited to see if it was truly over. After waiting a minute so far he started to relax. "Phew… looks like I'm…"

 **"** **RUMBLE"**

The sound interrupted him as a bright yellow light began to emanate from beneath the rubble causing pillars of light to be seen. The rocks then exploded as a gigantic pillar of energy erupted from beneath. Morgan Le Fay slowly rose up like a phantom as her body was glowed with power just as strong as before. Her eyes shining with barely restrained fury. As even her hair was waving around like a fire.

"Really screwed right about now." Cannonbolt gulped as he took an involuntary step back.

Something told him Morgana was not happy right now. After what he just did to her, the woman's anger must've reached new heights. If there was one thing Ben was still wary of it was a woman's wrath. Especially when said woman is powerful like the sorceress was proving to be.

 _"_ _This isn't good. I'm running out of ideas to use."_ Cannonbolt thought in peril as so far he hit her with fire, ice, water, lightning, speed, super strength, sound, wind and combination attacks. Yet despite all that the woman just kept coming back for more with greater power than ever. He prepared himself for the inevitable continuation as Morgana floated closer to him with a strangely calm look on her face. However her eyes still showed fury behind them.

"Congratulations." The sorceress said.

"… Huh?" Cannonbolt could only said in his confusion at what he heard.

"I have fought many mortals in my life. Some were weak and others were skilled. You however are the first none magic wielding mortal to last this long against me in battle." Morgana elaborated her words more clearly.

Ben had no idea where this was going or why she was even complimenting him all of a sudden.

"Umm… thank you?" Cannonbolt answered, not sure what else he could've said at the moment. This was just too weird right now.

"It is almost a shame to have to kill one so skilled such as yourself. I would offer you a place by my side but I can tell you'd just reject my offer." Morgana stated.

"You'd be right about that." The alien hero told her. There was no way he would join forces with her and abandon his friends. He never has and he never will.

"This battle has gone on for long enough. Now it is time I take my leave of you." Le Fay said coldly.

"I've heard that before but I'm still alive and kicking." Cannonbolt remarked tauntingly.

"Yes your persistence is something to behold but I doubt you'll survive what's coming next." Morgana said before raising her glowing hand at him.

Seeing this Cannonbolt attempted to attack her before she could do whatever she was planning. However before the alien hero could react, his body suddenly glowed yellow for a moment before he suddenly went stiff. His body frozen right when he was bending down to curl up into his sphere form.

 _"_ _What the heck I can't move!"_ Cannonbolt thought in panic right before his body fell sideways on the ground from lack of proper balance. His was body now lying down almost as if he were in a fetal position. Others might've found it humorous if it wasn't for the dire situation he was in as a result.

"Now to ensure you can't escape." The sorceress said before firing another spell at the now paralyzed hero. His body was now giving off a faint yellow aura.

 _"_ _Oh this can't be good."_ Cannonbolt thought before checking something. _What the!? I can't transform!?"_

Indeed it was true. He tried transforming by calling out the alien in his mind but nothing happened. Except this was different from when his body was being turned to stone. His connection felt blocked back then but this time it felt like there was a disruption. Like something was scrambling the mental signal he was sending. He wondered if that was due to her second spell somehow. Regardless of the reason he was now stuck and defenseless.

"You are helpless now and at my mercy. Though you will receive none however I will at the very least grant you a quick death from this world." Morgana said before rising into the air over him. She raised her hands to the sky before gathering a tremendous amount of energy. Her hands sparking with powerful lightning energy like a machine that was on overload. The air seemed to grow denser as the ground began to vibrate and even small rocks began to rise off the ground. It was like gravity was being twisted by her simple force of will.

If Cannonbolt could've moved his eyes they would've widened from what he was seeing.

 _"_ _Oh man I don't think I'm going to like what's happening next."_ The alien hero thought in slight panic. Cannonbolt may have a near impenetrable defense but that only applied when he was curled up completely. In his current state he was vulnerable to sufficiently strong attacks.

"Farewell." Morgana simply said before throwing her hands down.

Light… that was the only word Cannonbolt could use to describe what he saw. An immense burst of light erupted from the sorceress hands like a glare right before an atomic explosion went off. A colossal sized blast of energy descended upon the helpless hero like a wrath from above. The light was so intense Ben had to shut his eyes. The screams of pain that immediately followed went unheard due to the sound of the blast as his body was completely enveloped. The sound of a second explosion emanated as the blast sent a massive shockwave outward. All nearby homes and structures that were still standing were completely blown away on a near microscopic level. The ground seemed to tear open and from the sheer force that was exerted on it before the light finally began to die down.

Once it did a massive bottomless pit looking hole now decorated the spot Ben had been on. The opening was at least 60 feet long and 100 feet wide. The depth however was unknown because it couldn't be seen due to it being pitched dark down there. The surrounding area was now completely flattened and decimated like a waste land area with no grass to be seen anywhere around it.

Morgan Le Fay hovered above it staring down into the darkness with an emotionless expression. She didn't rejoice in victory just yet as she extended her senses searching for her adversary. After a while she sensed no trace of him but didn't stop there however. She quickly cast a spell that changed the entire caverns lighting to a dark purple. The spell she used designed to force those who were hiding to reveal themselves whether they were invisible, camouflaged or hiding behind objects. The spell would also cause those in the area to emit an aura that would let her spot them.

She saw nothing after a minute before turning her gaze to the bottomless looking pit. Raising her hand she made a small glowing sphere of light before sending it down illuminate the bottom. A flash of light erupted from below as the entire depth was now visible for her to see. The sorceress flew down and when she finally reached the bottom she began to search for a body or remains. She looked around seeing the walls and floor devoid of any signs of life whatsoever. Her attack would've been capable of reducing her adversary to ashes although she had though there would be some remains left behind. Perhaps she had overestimated her opponent's durability in his current form. Regardless it seems her enemy has now truly been wiped out.

Still she waited for a moment longer to see if he would somehow reappear to challenge her somehow. After 5 minutes she knew now that the shapeshifter was truly dead. With her victory now confirmed the sorceress rose from the hole and cancelled her spell turning the cavern back to its usual lighting. She turned her sights to the castle and flew straight towards it. Not bothering to walk anymore as her patience had already ran thin after that distraction.

Within the castle Simmons had seen what happened and ran to hide for her safety. A couple of tears threatening to form on her eyes when she realized Ben was gone. Killed in the line of duty and now she was truly and completely alone.

* * *

 **Thus this chapter ends. I don't know when I'll have the next chapter ready but it will be a longer wait unfortunately.**

 **With everything going on in the world it seems like TV, Movies and Events are not the only thing getting delayed. I can only hope those I care about manage to keep avoiding the virus like they have done so far. Although for those I have not gotten a reply from in email I continue to worry for their fate the more I do not hear from them. So many people dying, one can't help but worry about the people I talk with even occasionally.**


	14. The Past Resurfaces part 5

**Here it is people the next chapter of this original arc. Sorry if you felt it was a long wait but that's over now. So with that I hope you enjoy part 4 of the arc. I can tell you it'll be quite action packed with some surprises inside it. I got tested for the virus and came up clean so that's one minor relief even though I expected it. Still I wish things would return to normal, guess I can do nothing but wait like everyone else. I miss the movie theaters most of all.**

 **Chapter 14: The Past Resurfaces part 5**

* * *

Pain… darkness… and stillness.

These were the things Ben felt when he began to stir awake. The attack he was struck with by the sorceress had made him feel pain like none before. The feeling of near obliteration was so intense he had lost complete consciousness as a result. Strangely however he felt his body was weightless as if he were floating in space or something. He slowly opened his eyes only to immediately squint them when a bright light entered his vision. He closed his eyes and brought a hand up to rub them as to better prepare for the adjustment as he opened them again. The light filling his vision as his eyes adjusted to the change to see his surroundings. When they did his eyes immediately widened at the sight before him.

Wherever he was this couldn't' possibly be earth.

For one thing the world around him didn't seem to resemble a planet's surface. Rather instead he seemed to be surrounded inside some bizarre space. The world around him looked beautiful in a way as he was floating in some shifting kaleidoscope looking space. Unlike a kaleidoscope however this place was three dimensional like the reality he was used to living in. Even so this place was so strange and nearly more overwhelming than his mind fully process. It was like a constant evolving or shifting world where it refused to remain in one form for more than a second. Everywhere around him the entire place seemed to shift and change constantly, never stopping. There were colors everywhere as light seemed to emanate from multiple directions but there were no suns to be seen.

 _"_ _Where… where on earth… or in the universe am I?"_ Ben questioned as he floating through this space like a leaf in a gentle flowing river. He tried to move but found his body rejecting the idea when a twinge of pain coursed through his entire being telling him he needed a little more rest.

 _"_ _Wait a minute… my body!?"_ Ben thought when he suddenly realized he felt different. It didn't feel like he was in his human form at all and it didn't feel like he was still Cannonbolt either. Bringing his hands up Ben looked to them and saw that they were metallic with his fingertips ending in sharp claws. He also had what looked like green metal gloves that stopped before his elbows. He turned his gaze further down and saw his legs were also metallic and when he looked behind him he saw two pairs of green metallic wings like a dragonflies.

It was then he realized what form he was in.

"I'm… Nanomech?" The now confirmed tiny alien spoke out in his high-pitched voice with clear confusion. "Why did I turn into Nanomech of all aliens?"

The though ran across his mind as he replayed the events before he found himself here. He remembered being paralyzed by the sorceress and left unable to transform any longer. Then he saw her gather what could only be described as a thunderstorm of power in her hands. Right before she unleashed it all upon him with the force of an atomic explosion. That was when he felt the pain that immediately followed. The intense excruciating pain as he felt like his body was being burned alive before slowly disintegrating into nothingness. It was during that pain he blacked out and then awoke to find himself in this strange place before him.

"I see… it was the life saver function." Nanomech realized before he looked to the Omnitrix symbol on his chest. If he had a mouth he would've smiled. "I guess you saved me Omnitrix."

He had almost forgotten about that function of his Omnitrix. The feature to prevent him from dying by utilizing an emergency transformation to turn him into an alien that could survive whatever was about to kill him. Still he had to admit that when Le Fay somehow prevented him from changing forms, he thought that was going to be it for him. That he was going to die when her attack consumed him and seemed to tear him apart molecule by molecule. Guess he was lucky that whatever magic she used didn't stop the Omnitrix from changing him of its own accord. Otherwise he wouldn't be alive right now to savor his preservation. His mind then realized another thing that this meant as a result.

 _"_ _I guess it finally happened… After all those years I've finally been dealt a defeat again."_ Nanomech thought to himself.

The revelation didn't anger him, nor did it make him feel disappointed in himself. Rather he felt… enlightened in a strange way for some reason. True he wasn't happy about the fact that he lost the fight but then again this wasn't his first defeat after all. His mind recalling his previous close calls and past loses to enemies.

Ever since he came to this universe and became an agent, he had been dominating all his missions. A.I.M, Hydra and all others he had faced so far. None of them had been challenges that pushed him to his limits. Now however he had experienced his first defeat in this universe at the hands of a powerful sorceress. His past enemies Hex, Charmcaster and Addwaitya were each skilled but their magical abilities were not in the same league as Morgan Le Fay. Out of all the kinds of enemies he had faced, those with magic were always troubling for him. Not surprising since magic users were the kind that he had the least experience dealing with. Gwen was the expert in that department while he had trouble with the subject sometimes.

The memory of his first death at the hands of Charmcaster was something he still hadn't forgotten. It was the first time he had truly died as a result of his soul being sucked out of his body. The life saver function unable to save him because at that time, he had locked away access to Alien X. He had done so to avoid accidentally turning into him and to deny Albedo the access to the same form. With the only alien in his arsenal that could have survived having their soul sucked out unavailable, he had died. It was only due to her contract failing that all souls were returned, and he was revived.

Ever since he gained the Master Control and the years passed as he reached full adulthood, he hadn't experienced defeat since then. His constant winning streak had given him more confidence but not overconfidence since he had learned that lesson long ago growing up.

Still there was a certain positive outlook in experiencing defeat again. To know there were still challenges in the world that he would have to work to overcome. To try and surpass his current self in order to improve as a hero again. It was a feeling he had almost forgotten. Now he was faced with an obstacle he must overcome to save the others and by all that was sacred he would do just that. He might've been defeated and his body might feel like one giant bruise. But he sure as hell wasn't going to just roll over and drop dead. For just like a true hero he rose back up after a defeat and returned to challenge the victor again. Only this time having learned from his defeat in order to ensure it doesn't happen again.

 _"_ _And that is precisely what I'm planning to do."_ Nanomech though right before using his nanotechnology to learn about his whereabouts. When he learned the answer, he was surprised.

Apparently, he has been shrunk to a subatomic level. The world around him being what it looked like when seen from a size this small. That could only mean that he was in… the microverse.

 _"_ _How peculiar and yet so wondrous."_ The tiny alien pondered at the strange yet beautiful he now identified. _"I'll have to remember to return to this world one day to learn more about it. But now it's time I return to the battlefield and stop that crazed sorceress from getting what she wants._

With his mind now set to the task Nanomech gathered his strength and began to grow rapidly. The subatomic universe around him disappearing and changing as if he had suddenly gone into hyper space.

Within the crater sized pothole that Le Fay made to be his tomb a tiny green light like a firefly suddenly appeared.

* * *

"At last the kingdom is mine." Morgana rejoiced as she walked across the hallway and before reaching a closed gate.

The sorceress had made her way inside the castle to claim what was hers. Along the way however she had encountered a trap when she entered the first gate. An entire swarm of arrows had been set up to fire all at once when a string was broken by her opening the gates. A quick and simple raise of her shield blocked the arrows. It did not take a genius to know it was that female mortal who had set up this pathetic resistance. The sorceress had yet to find her but it was of no concern to her. She was just a powerless mortal, intellect she might have but that alone without power could never best her. Once she finds that pest perhaps she'll keep her prisoner in the dungeon. To give her the honor of witnessing her rise to power and more.

With a mere slicker of light from her eyes the doors opened to her. The room was revealed to be the throne room with a red path that went right towards it and the gate. The throne itself was a magnificent golden looking chair with red colored cushions that was perfectly crafted and looked like it was still brand new.

The sorceress strolled up to the throne before she proceeded to place herself on it.

"Hmm so this is how my accursed brother felt on the throne." The sorceress commented as she felt the surprisingly comfortable cushions of the royal chair. "It is fitting for Camelots new queen." She remarked before trailing her hands over the arm rest. She silently admired the seat before she recalled another matter she came for.

"I obtained Camelot but that is only half of what I came for. I must fulfill my second objective now." Morgana said before rising from her new throne and waving her hand as she cast a spell. "Reveal yourself to me!" she said before sending a wave of magic across from her. Her spell meant to make that which she seeks reveal its location to her.

However as soon as her waves of magic touched the walls, a blue form of energy appeared. The foreign energy seemed to deflect her spell like a fly of a bug zapper. Her spell dissipating as it achieved nothing.

The sorceress growled in agitation. "Curse you Merlin…" she cursed the deceased sorcerers name. "Even in death you continue to taunt me with the remnants you left behind."

It seemed that the entire castle was enchanted to prevent it from suffering damage from magic users. Not only that, but the place also had wards to prevent her from using her magic to locate what she desires. Meaning she would have to search the whole place herself by hand like a common mortal.

"What I would give for the chance to wring that old fools neck just once." Morgana said bitterly before she left the throne room to begin her search. She might not know where the object she desired lied but she did know it was in the castle. Plus she had a hunch on the possible places she might find it. Now she just had to check them on by one before she eventually found it.

She had all the time she needed to search.

* * *

"I… gotta… find a way… back outside… to warn the others." Simmons said between pants tired from all the running she has done to hide. She looked to the new room she was in before getting a sense of awe when she realized what the significance of the place she was in.

The room had a large round table with what looked like 12 swords imbedded into it. It didn't take a genius to find out this was where the legendary Knights of the Round Table must've held their meetings. The fact she was seeing it with her own eyes brought her a sense of joy at seeing such a simple yet priceless piece of history. Had the situation not been so dire she would've wanted to run tests on it.

After seeing Ben's death she had run inside trying to think what her best course of action would be. She had then decided that her best bet would be too regroup with the others and tell them of the situation. The problem was however that during the battle between Ben and Morgana when the ceiling was caving in the entrance they came from had become sealed up by rocks. There was no way she could dig herself out through there. Thus she was now stranded inside the cavern with a power crazed sorceress in the same place. This was her worst predicament up till now.

She placed her hand on the wall for support when she felt herself get dizzy for a moment.

Suddenly however the rock her hand was on sank into the wall with her limb in tow.

"Waahhh!" Simmons said in a startled tone as she pulled her hand back. She saw a part of the wall she was leaning against suddenly open and reveal a hidden passageway. There was a flight of stairs that led far down to parts unknown. The female scientist looked down the pathway in surprise.

"Where could this lead to?" She asked out loud. Given the fact the stairs led down it was likely connected to a kind of underground chamber or tunnel. She idly wondered if it led to a secret way out of the cave although that was likely a long shot at best. "It's better than staying here at least."

With her mind set she brought out a flashlight and went into inside. The door sealed up behind her after she started to go down the flight of stairs to parts unknown.

"Guess now I got no choice but to go forward." Simmons remarked now that her exit had been sealed up. She just hoped this place didn't lead to any dead ends or other rooms with guards that would have to be defeated. There was no way she could get through that by herself without help.

She continued her walk downward before the stairs started to go in a circular motion. It was then Simmons realized the stairs had now become a spiral descent. She continued to go down as the seconds passed by turning into minutes. It was after the third that she stopped for a moment.

"I'm no liking this. It feels like these stairs just continue to go on." Simmons remarked in discomfort. If it turned out these stairs had a really long way then she could end up exhausted by the time she reached the end. Still it was not like she could just turn back with the entrance now closed. "I do hope I'm close to the end." She said before continuing to proceed on further.

As it turned out she didn't have to go on much further. Only about another two minutes down the flight of stairs before she reached the end of the steps.

"Finally." Simmons cheered before looking ahead to see a hallway that lead to a large double door gate. _"I sure hope there isn't a monster behind that door."_ She thought while wondering if she should open it. As a precaution she placed her ear on the gate to see if she heard anything from inside. When she didn't the woman took out a scanner and input the x-ray visual setting to try and see what was beyond the door.

Surprisingly however her piece of equipment was unable to get a visual on what lied behind those gates.

"Why am I not surprised…" Simmons dulled out as she put it back in her satchel. She then gathered her courage and decided to go ahead and risk it as she pushed to open the gate. Her only comforting thought that there was no way Morgan Le Fay was behind these doors… right?

The gates finally gave in as they slowly opened. Eventually they opened completely when they bumped against the walls from the inside. Simmons made her way inside and was greeted to a sight that she wasn't expecting as her eyes widened in awe and alarm.

The reason for that was because she was now standing before a chamber that was the length of a basketball court but twice as wide. But the part that alarmed her was the fact the place was a graveyard as there were dozens of tombstones all over the place. Strangely however all the tombstones were in the form of Kerbed memorials. However the most interesting thing was that every tomb had a stone sword carving into it. A single pathway led forward which split into sections leading to different graves. At the end of the pathway straight ahead seemed to be a special tomb that was larger than the others.

Disturbed by the fact she was in a graveyard and yet intrigued by what she might learn the woman stepped forward to get a better look at the graves. She approached the closest one to her and kneeled for a better look, where she read the name carved into it. If she wasn't alarmed before then she was now.

 **Sir Gareth**

She looked to the grave next to it and read it as well.

 **Sir Percivale**

Simmons slowly stood up before she looked to some of the other graves and read them as well.

 **Sir Bedivire, Sir Lancelot, Sir Galahad, Sir Lucan…**

Each and every name she read sent an emotional torrent through her as she recognized each one from legend. The realization of where she stood clear as day now… she was in the resting place of the Knights of the Round Table. The very realization threatened to make tears form from her eyes. She was standing before the brave heroes of her country who fought and died for their king….

Their king.

The two words sparking a new comprehension in Simmons as she lowly turned to the large tomb lying at the end of the pathway. She slowly walked towards it as her eyes slowly widened when she got a better look at it.

The final grave in the back was a large crystal like structure that lied before two large obelisks that stood on the sides. A tombstone was right in the middle before the crystal. Simmons got closer to the crystalized structure and got a startled look for a good reason.

Inside the crystalized bed like coffin was the body of a middle-aged man with long brown hair that stretched to his scapula with two braided locks that fell to his pectorals. The only sign that he was affected by aging was the grey beard that replaced his once fully brown beard. He was rather average in height, standing at 5 feet and 10 inches, but that did not make him look any less powerful. His physique was that gained from his many years of weapons handling; sword, lance and bow, all of these created a powerful frame consisting of wide shoulders, a broad back, arms appearing as large as tree stumps and powerful legs that could carry him from point A to point B as quickly as any Olympian runner.

His clothing consisted of a dark grey tunic with a white, high collar which was fashioned from finely woven thread, and sleeves that seemed to scream as if they were forced to restrain the king's large biceps. Over this, he wore a black and red armored chest plate with a matching kilt-like garment which stopped just above his knees. Silver armor plating protected his shoulder, with similarly colored, fingerless pauldrons and golden greaves protecting his forearms and lower legs respectively.

Completing the native of Camelot's outfit were the accessories that identified him as its monarch. A golden ring adorned with a shining red gem was worn on his right middle finger. Atop his head was the crown of the king, a circle of gold with a bright ruby resting in the center just above his forehead. A royal blue cloak with golden trim at the shoulder area was attached to the large round armored plate which bore a mark of some kind. It was a golden shaped dragon resting on a background of crimson.

Simmons already had a feeling of who this was but merely looked to the writing on the obelisk to confirm her belief.

 **King Arthur Pendragon**

* * *

"Huff… huff… man… I didn't think… I'd ever feel this tired." Eyeguy commented while he walked inside the castle before turning back into Ben. He held himself up by the knees as he tried catching his breath.

After leaving the microverse and getting back to the regular sized universe he saw no sign of Morgan Le Fay. He quickly suspected her to have gone to the castle which she had stacked her claim to obtain earlier on. So that's where he went in order to find her. Using Ghostfreak he flew to the castle while concealing himself. However, he soon found trouble when he tried to phase through the walls and found himself unable to. It seemed the castle shared the share shielding as the trial gates. After that he switched to Eyeguy with the intention to try and see through the walls to find Le Fay and Simmons. Although it was when he transformed into Eyeguy that he felt waves of exhaustion come over him.

Apparently, his near death at the hands of Le Fay had severely weakened him where his stamina was close to running on empty. Since Nanomech was mechanical he hadn't felt it and as Ghostfreak who had high stamina he didn't feel as tired.

As Eyeguy however he quickly felt the effects of fatigue quickly set in. Even though he had done a quick change into Swampfire to heal his wounds his body hadn't regained its endurance. He was basically like a new car running out of gas. Still even if he was currently out of breath he wasn't going to sit around and wait. He had a villain to defeat and allies to save regardless if he wasn't at a hundred percent.

"Huff… question is… where is Le Fay?" Ben questioned out loud.

"Just turn around." A familiar voice called out startling the hero and freezing him in his tracks. He slowly turned his head around to see the sorceress underneath one of the arch-like entrances. She had a calm but noticeably unpleased expression on her face as she stared at him. "I must confess mortal; I wasn't expecting to ever see you again after I had dispensed with you. You're more resilient than vermin." She said being both impressed and annoyed.

Ben tensed as he went to a defensive position. "Yeah well it is but one of my many charms." He said halve humorously.

Silence filled the room as Morgana gained a more intensified look on her face while Ben did the same thing. Both remaining as still as statues as they mentally prepared themselves. In an instant Le Fay raised her hands and fired a blast of energy just as a green flash emerged from Ben.

Morgana's attack was caught between the black hands of Feedback. The Conductoid contained it before absorbing it and firing a blast of lightning at the woman. With a quick response she raised a shield that deflected the attack to the walls. However, Merlin's enchantment protected them from damage as the bolts merely fizzled out on contact.

Feedback charged at her going for close combat, strongly believing the sorceress was lacking in that skill. Morgana fired more blasts at him while at the same time levitating off the ground and moving backwards to keep some distance. The Conductoid dodged and absorbed her attacks as he continued to try and close the distance between them. Morgana continued to fly backwards before casting a spell that unleashed hurricane like winds that stopped and blew the alien away from her and into a wall.

"Ufff." Feedsaid huffed in slight pain as he found himself pinned to the wall by the winds. He looked ahead to see Le Fay unleash multiple blasts at him. Using his strength, he managed to bring his hands up to absorb the bombardment. _"I gotta find a way past this windstorm."_ Suddenly however his mind recalled something. _"Wait a minute… yes… perhaps him… I don't know if this'll work but it's worth a shot."_ After that he quickly changed forms once again.

His new form was that of a green, turtle-like alien with six holes in his shell. He also had large, flipper-like arms, and stumpy legs. The tips of his arms have three holes each while he had brown spots on his upper legs, toes, and shoulders, and has a hexagonal body shape. The Omnitrix was on his chest like most of his forms.

"Terraspin!" The turtle alien called out before immediately wincing as he felt his fatigue returning. The stamina he had gained as Feedback disappearing due to Terraspin possessing lower stamina than the Conductoid.

The sorceress saw the transformation but wasn't concerned. Thankfully, she hadn't noticed his fatigue yet.

"No form you take will be enough to defeat me mortal." She said as if she was sure of her words.

"You're starting to sound like a wind bag and coming from this guy that's saying something." Terraspin said before he tucked in his head and his limps seemed to turn into triangular fan blades with his legs combining into one. His pointy limbs then proceeded to rotate and spin over his body at a fast velocity. A massive torrent of wind being emitted as a result as it collided with the opposing wind currents generated from the sorceress.

The two opposing wind currents wouldn't back down from the other as they pushed with extreme force. A convergence then occurred as the two air masses fused and went sailing upward to try and escape. However due to the fact they were indoors the air currents couldn't get out from above. Instead a burst of wind erupted from the ceiling causing strong winds to blow out in the form of a shockwave blowing both combatants backwards. Terraspin and Morgana both hit the walls behind their backs roughly.

Morgana recovered first as she quickly stood up and fired a high-powered magic blast at the alien turtle. Terraspin didn't have enough time to react. He could do nothing but raise his flipper like arms in a vain attempt to try and shield himself as he closed his eyes. A small yellow explosion occurred as if a box full of grenades had detonated all at once.

The sorceress eyes soon widened a bit when she saw Terraspin unharmed.

Terraspin opened his eyes and looked himself over in surprise finding no new injuries in him. His mind then tried to process why that was before an answer came to him and he mentally smirked. _"Well I guess now I've learned something new about this universe. I don't know if it's just her or all magic users but apparently the ones in this world also use mana as their source of power. Either that or their energy is so similar it's hard to tell. But the fact her attack didn't harm Terraspin who is immune to mana proves my theory close enough."_

He recalled the first time he learned about this years ago when facing Ultimate Aggregor. Gwen had tried to hit him with her mana blasts but they were useless against him doing no damage whatsoever. Now it seemed he found Terraspin to be just as invulnerable to this universes magic.

 _"_ _But I can't beat her just using Terraspin. I need a stronger alien to overcome her…"_ Ben pondered before he made a decision and smirked.

The sorceress saw the smirk he had. "What are you up to now mortal?"

"Oh nothing really I'm just… GOING ULTIMATE!" Terraspin shouted the last part before four spikes emerged from the Omnitrix as it activated the evolutionary function on command.

The turtle alien grew a foot taller while his body began changing drastically. His large armed flipper like limbs shrunk a bit in size while also becoming more muscular. His torso developed more firmness and a dark brown skin tone while the portholes on his body disappeared. The ends of his limbs each grew three-inch claws numbering a total of four on each limb. Between each of his new claws grew webbed skin paddles. His sturdy shell became greener and rounder in an oval shape as a small ring of port holes formed around his carapace. His mouth grew a bit wider and developed beak like teeth like a snapping turtles that filled the inside of his mouth completely. A small tail about six inches sprouted from his end while his eyes became narrower and sharper looking.

Morgana looked at the new creature in perplexity. From what she had seen there was always a green flash of light when he changed forms. However, this time there was no flash of light and she had seen the change occur with her eyes. She wondered if this meant something different than what she had faced so far.

"Your transformation is puzzling, but it shall not do thee any good against me!" She declared before firing a blast of energy at the creature.

"I'll be the judge of that woman!" The evolved Geochelone Aerios proclaimed before his body suddenly rose off the ground avoiding the blast. He then quickly sprang forward sailing towards the sorceress as if he were fired from a slingshot. His fin like limb reared back as he readied his new claws.

Le Fay countered by creating a widespread magical wall to block him. The tortoise like alien would crash on it like a bug on a windshield. At least that's what she had expected; instead however the alien hero went right through her magical wall as if it were made of smoke. Then came a fast swipe of his arm as he sailed past her.

"Gahhh!" The sorceress cried out in pain as she held her now bleeding left forearm. There were now three gashes on her flesh where blood was dripping from. The lifeblood went down her arm all the way to her fingers before dripping to the floor. Her long sleeve also had a large tear on it which exposed her wound for all to see.

Ultimate Terraspin turned and saw this and felt a little guilty for the wound he gave her. The feeling was enhanced when he saw some of her blood on his claws when he swung at her but shook it off. Even as an adult he still had some reservation about harming a woman. That isn't to say he wouldn't fight one to win but seeing one in any form of agony caused by him didn't sit well on his mind.

The sorceress brought up her uninjured hand she had held her on the wound and saw it completely red with her own blood. "You… actually harmed me…" Le Fay said with scorn at the idea of a mortal succeeding at such against her. She looked to her bleeding arm before she channeled her magic on her other hand and held it against her wound. She gave a hiss of pain for only a moment before her gashes closed and the bleeding stopped as a result, her pain gone. She stood up straight and gave a vengeful look at the alien hero. "Too bad it was for nothing."

 _"_ _Great she can heal herself too."_ Ultimate Terraspin thought with growing aggravation. It was bad enough she had powers for dealing with almost anything but now she could also heal herself. He considered perhaps the use of fatal force but immediately dismissed that idea. No matter what, he didn't want to end up killing her by accident or intentionally. Still that left him wondering on how to continue before a sudden thought occurred to him. If it worked then he could defeat her without seriously harming her. " _Let's see if this works."_

"No matter how much you resist you won't defeat me." Le Fay declared.

"Then let's see how much you can take in a different way." The evolved alien challenged before he suddenly opened his mouth and the port holes in his shell opened out. Not just that but his chest also opened their own ports totaling six.

What happened next could only be described as a wind funnel as the air was pulled into the wind alien. The wind was being sucked in so strongly that even the sorceress felt like she would be pulled towards him if she hadn't stood her ground. However, that wasn't what concerned her…

"Gaaasp!" Le Fay breathed hoarsely as she felt her respiration becoming harder as the air thinned and was being depleted. She suddenly fell to her knees with her hand on her throat, trying to catch her breath but it was no use. Her enemy was drawing in the air faster than she could try to breath it in. She felt herself beginning to suffocate and knew it would only be a matter of time before she passed out from lack of oxygen.

"Looks like so I was right. Even someone as powerful as you, needs air to breathe." The alien hero said as he continued turning the room they were in devoid of air. He would just keep this up until she passed out. Hopefully she wouldn't die from loss of air. He'd be prepared to give her CPR if that happened, though hopefully it wouldn't come to that.

Morgana continued to gasp in vain before her eyes glared in defiance. She closed her eyes in concentration while holding in what little of her breath remained. She quickly channeled power into her hands and waved them before her body was encased in a golden aura. A look of relief washed over her as she regained her breath.

"Close mortal but not close enough." Le Fay said before channeling her magic and firing lightning bolts from her hands.

Her attack missed as the alien quickly sailed to the side before closing his ports and charging at her again. The sorceress quickly flew backwards to maintain some distance between them as she kept firing bolts at him. Her attacks missed as he veered left and right in a zig zag pattern while closing in on her.

"What's the matter witch, afraid of getting another swipe of my claws?" The alien taunted her.

The sorceress didn't bother giving a retort as she continued to fly away. She was forced to turn her back on him in order to see where she was going. However she still managed to look back and fire at him though it was to no success since he avoided them all.

"Get back here you!" Ultimate Terraspon said before raising one of his fins towards her and willing his powers activate.

A huge gust of wind blew into the corridor at the sorceress with the force of a hurricane. Le Fay found her motion halted as she was caught by it. She turned around too late as the evolved alien slashed at her again.

"Gaaahhh!" Le Fay cried out as this time she received gashes at her back. Her golden aura failing to protect her as her clothing ripped open also as a result. She quickly moved to a different room where the wind wasn't blowing. The sorceress went to reach around her to heal herself but found her adversary charging at her again to stop her.

She was forced to put her healing on hold to defend herself. She fired another shot at the of magic at the alien which he didn't move to dodge. And just like his less evolved form he proved immune as he kept coming. Her attack washing off him like a fog before he reached her and took another swipe aimed at her chest.

The sorceress barely moved out of the way as his claws managed to slash part of her hair. The now severed strands falling to the floor. Le Fay was once again on the run as she tried to keep away from her enemies claws. All the while fighting to ignore the pain from the bleeding gashes on her back. She knew it was only a matter of time before she slowed down due to blood loss. If her magic didn't work then she needed to try something different.

The sorceress waited until her enemy got close before quickly creating a widespread burst of lightning around her. The attack catching the alien as it struck him and earned a yell of anguish.

"Yeeeeoooowww!" Ultimate Terraspin cried out as he felt like his nerves were on fire. When her attack finally ceased he fell to one knee with some slight twitch in his muscles.

"So tis would seem that even though thy are immune to my sorcery ye aren't immune to the elemental forces." The sorceress quickly deduced from her enemies reaction. She also took the chance to quickly heal the wounds on her back. Finally stopping the loss of blood before she felt dizzy and weak.

"Ughhh." The evolved alien groaned out before standing back up. "I was sort of hoping… you wouldn't find out so quickly." He said having been wishful but gave her a smirk in return. "But you're not the only one who noticed something about their opponent."

The sorceress gave him a sharp look wondering what he meant. Surely it wasn't that she needed her hands and a moment to heal herself. That was already an obvious observation.

"You know while I was fighting and successfully injuring you a certain thought crossed my mind. Why didn't you teleport to avoid my claws? I can get that you were caught by surprise the first time but the second? The only reason you didn't avoid that one is because you can't can you? You can't teleport out of harm's way while inside this castle."

Le Fay gave him a sharp look confirming his suspicion.

"I thought so." The alien hero said before looking at the walls. "I'm guessing the enchantment that's protecting the place from damage is somehow also blocking your teleportation as well."

"You're a clever mortal." The sorceress remarked secretly impressed with his observation. "But foresight won't help you win this battle." She then finished by firing another widespread lightning burst of energy.

 _"_ _Can't get hit by that again. It's time for a change."_ The evolved alien thought before changing forms in a green flash again right before he was hit by the lightning.

The form of Swampfire now stood with his arms cross having put his guard up. His feet were rooted into the ground to help him conduct the lightning into the ground to avoid harm.

"You are becoming a growing nuisance the longer this continues." Le Fay said angrily at his refusal to go down.

"Speaking of growing it's time I went Ultimate!" Swampfire called out activating the evolutionary function again.

Swampfire suddenly began to undergo a metamorphosis. His body grew a bit taller, his arms and legs growing more bulky and turning wooden. Part of his chest also seemed to turn wooden while his back seemed to swell with a blue gel like substance. His face also developing the substance as it seemed to form over him as his eyes could be seen from inside. His torso developed a resemblance to a tree as some branches expanded outward. Two forming spike shoulder plates while four more branched out aimed upward. Parts of his arms, legs and torso had what looked like green moss grow out on them while the tips of his body branches had blue flames burning on them but they didn't expand any further. The blue gel like parts of his body developed a faint glow to them like a bioluminescent animal.

"Ultimate Swampfire!" The now evolved Methanosian called out in a battle cry.

The sorceress stared at the new form that had also undergone the same kind of change as the turtle looking one. No doubt now stronger than before. "No matter how many forms you assume, you'll still fall before my power."

"We shall see about that you witch!" Ultimate Swampfire challenged right back before raising his hands up and unleashing a massive blast of concentrated blue fire at the sorceress.

The two attacks met head up on and collided in an explosion of blue and yellow obscuring both combatants from seeing the other. Morgan Le Fay narrowed her eyes and readied her next attack for when her vision was clear. However they soon turned into alarm when she saw what could only be described as an eruption of fire come through the smoke and heading for her. The flames were so widespread that the entire corridor was enveloped the flames. The sorceress just barely managed to create a doom shield in time to protect herself from harm. Her skin feeling the scorching temperature of the flames lick her just before she managed to raise her shield. The fire crashed into her shield like a large tidal wave on a boulder, washing over her dome.

 _"_ _That was close, had I not put up my shield those flames would've melted the flesh from my bones."_ Le Fay thought in alarm at the close call with death or at the very least severe pain.

The flames continued to pour over her shield, failing to get through. However that's when she noticed a change in her opponents attack. The wave of flames suddenly started to get narrower as if they were being condensed. More and more they lessened in wideness as the blue flames turned into a high-powered beam like attack.

 _"_ _Let's see your shield stand up to this."_ Ultimate Swampfire thought relentlessly.

Suddenly the sorceress felt her dome shield shake as it began to get pushed back. Her eyes widened at this before she saw her dome weaken a bit as if it were actually dissolving.

 _"_ _It can't be!"_ Morgana thought before focusing her power on the shield to maintain it. She suddenly felt a strain on her body as the sorceress could practically feel the force bombarding her dome to attempting to breach it. _"His flames… they're trying to melt my shield!?"_

For the first time since their battle began she found herself having to put real effort into keeping the shield up.

Having enough of her enemies opposition Le Fay channeled more power into her barrier before converting it into a sphere of condensed power. She hurled the projectile at the alien, her attack pushing through the fire like a boulder rolling through a wildfire. Ultimate Swampfire saw this and ran to the side to avoid it as the blast hit the wall and exploded with tremendous force. The shockwave of it blew the evolved alien more forward as he lost his balance and fell on the ground with a hard thud.

Ben was quick to look back just in time to see the sorceress over him about to fire a blast at close range. Reacting fast the evolved alien fired from his hands and used it as jet propulsion to move away just in time. Her attack hitting the ground as Ben rolled to a standing position and countered by throwing seeds generated in his palms. The seeds scattering by the sorceress feet as she looked down in confusion.

That soon changed to surprise when vines suddenly sprouted from the seeds that quickly grew. The plant limbs ensnared the sorceress who couldn't react in time as they wrapped around her. The vines constricting her with the strength of pythons as Le Fay developed a pained expression. Seizing the opportunity the evolved Methanosian fired a concentrated torrent of fire at the restrained sorceress.

The hero's momentum however didn't last long. Le Fays eyes showed panic only for a moment knowing she didn't have time to raise another shield. They then showed defiance before bursting with light as her entire body glowed before unleashing an explosive burst of energy. The burst of power snapped the vines off her body and repelled the flames from harming her.

"Wretched mortal!" The sorceress yelled out in growing anger before her hand shot a blue blast at the alien.

Ben crossed his arms as the blue blast quickly turned into a blizzard that enveloped him. The winds were so cold they must have been below subzero temperature as he found himself being frozen over completely. In seconds his body was completely encased in ice.

"Now perish!" The sorceress cried out as she fired a focused blast of magic. The blast struck the frozen hero and in an instant, it shattered him to a thousand pieces. His shattered remains each confined in a shard of ice as they scattered on the floor like spilled ice cubes.

The sorceress looked to the frozen pieces of her opponent. She wondered if he was dead for sure this time. She had thought she had rid herself of him before only for him to reappear again. Although unlike that time, now she had seen with her own eyes her opponent's supposed demise with her own eyes.

"Still." The sorceress said before aiming her hand at the remains. "It would perhaps be wise for me to dispose of his scattered carcass just in case."

 **"** **CLAAAANK!"**

The sorceress quickly turned around and aimed her hand at where she heard the noise come from. Her attention drawn away from the shapeshifter as she floated towards the corner she heard the sound coming from. Quickly she sprang around the passage to attack the intruder only to see no one was there. Her eyes looked down to see a pair of swords on the ground and then saw a hanger on the wall where they must've fallen form. She looked around searching for possible places the intruder could've gone.

 _"_ _It must be that girl, she's the only one still roaming around somewhere."_ Le Fay thought assuredly on the identity. She prepared to try and cast a locator spell to help her find the intruder when…

 **"** **BZZHEEEWW!"**

The sorceress flinched at the sound she heard next. She recognized it immediately as the noise the mortal made when he transformed. Quickly she made her way back to where she had left his remains. However when the magic user came back into the room she found the floor wet with water and traces of a green slime like substance.

Anger began to swell over her very being at the escape of her enemy. She couldn't believe she had allowed him to escape death from her again. She was just about to finish him once and for all yet she missed her opportunity.

"AAAAARRGGGHHHHH!" The sorceress screamed in fury as her body light up with an aura of power and lightning seemed to pour out of her like a thunderstorm. Her angry screams were so loud they could've been heard echoing across the entire castle. With an angry outburst she flew down a random path to try and find her elusive adversary.

* * *

Unknown to the sorceress was that the wall behind Ben's remains was Simmons. The scientist had a hand over her mouth to help her stay quiet while she held a small UFO like object in her other hand.

She had discovered secret passageways that led to multiple locations inside the castle. Simmons had heard a commotion and traced it to see Ben had not only survived but had also reengaged the sorceress in combat. She had avoided being spotted by staying inside behind the walls to avoid unwanted attention. However when she saw Ben get frozen and shattered to pieces she knew that changed things. When she saw Le Fay about to destroy Ben's remains to ensure he wasn't still alive somehow she knew she had to do something.

So using a secret passage she exited by the wall she was behind and made a noise to draw her attention. She quickly hid back into the walls before she was spotted. Thankfully her distraction worked as the sorceress went to investigate. Simmons then traveled to the wall that was in front of Ben's remains to move his body to safety so he could hopefully pull himself back together. However before she could start grabbing his scattered pieces they suddenly began to glow a blue as the ice incasing them began to melt. When it did the pieces suddenly transformed. The majority of them had turned into traces of green slime while the frozen piece that contained Ben's symbol had turned into a miniature UFO like ship. Unsure of what this meant but knowing her time was running out she had quickly grabbed the small alien saucer and got back to her hiding spot. She had heard the sorceress angry outburst and did her best to remain quiet so she didn't discover her location. After what she counted had been a full five minutes had passed she relaxed.

At that moment the UFO in her arms seemed to spring to new life as it flew out of her grip. The UFO then hovered in front of her silently.

"Ben?" Simmons questioned wondering if he could hear her.

"Yeeeees…" A squeaky voice said startling Simmons. The reason for that was because it wasn't the UFO where his voice originated from but behind her.

The scientist turned to see the green slime from before slowly pouring in beneath the millimeter gap of the swinging door. The slime gathered closer to her before the toy sized UFO flew towards it and seemed to bring it to life. The green substance rose off the ground and took form as it developed a humanoid shape and a pair of eyes opened to look at her.

"Ahhh that feels much better." Goop said pleasantly.

"Is that you Ben?" Simmons asked confusingly

"Of course, who else would I be." The slimy alien said.

"Well it's just that I don't see your symbol on you so I wasn't sure." Simmons confessed.

Goop blinked at her response before remembering. "Oh right." He said before the UFO lowered itself and she looked to see the symbol seemingly imprinted on top of the flying saucer. "In this form my icon isn't on my body but instead on the anti-gravity projector you see above me."

"That thing is an anti-gravity projector?" Simmons questioned in slight amazement at the revelation. She knew about the existence of gravitational technology and its effects on increasing or reversing gravity. However she had never thought it could be utilized in such a small and compact form like the UFO.

"It's what keeps me from looking like a gooey puddle." Goop admitted before he looked to the wall. "That woman just won't go down no matter how many aliens I throw at her." He said seriously.

"How do you beat someone who's a master of magic?" Simmons said out loud to neither of them in particular.

"I'm not sure. There were moments where I had the advantage over her but then she'd just use a different spell to overcome me. She's just as versatile as I am and I'm not sure how to beat her."

It was actually kind of frustrating for him. He had already lost to her once, almost dying in the process. He returned to face her more determined and mentally prepared than before but he still couldn't take her down. The two were in a constant stalemate that kept dragging their battle out. Except from what he had seen she hasn't gotten tired yet despite having gotten injured by him a few times.

"Maybe… I do." Simmons said unsurely.

The amoeba like alien turned to her. "What do you mean?" he said with a look that would've clearly had an eyebrow raised if he had any.

"Follow me and I'll show you what I mean." Simmons said before getting out her flash light and heading down a corner.

Goop followed after her, wondering what she meant by that. The two of them continued to move step by step as they walked towards a place only Simmons seemed to know about. Neither of them spoke as they walked. It was six minutes before they finally seemed to reach an exit. Ben saw that there was a large double door gate leading to another room.

"What is this place Simmons?" He asked her.

She approached the gates and placed her hands on them before turning to him. "A burial ground." She said before pushing the gates open.

Goops eyes widened as the doors opened and he was greeted to the sight of the final resting place. He transformed back into human form feeling it would be more respectful and slowly walked inside. His eyes darted around reading the names engraved on the stones. It only took him the first names he read to learn what this place really was. He traced his hand over one of the gravestones feeling a sense commiseration. He shut his eyes for a moment to give a silent acknowledgement before turning to Simmons.

"Why'd you bring me here?"

"Because of this." She said before walking towards the end where a large crystal lay.

Ben walked towards the peculiar construct and once he got closer he saw the body that was lying inside. He looked to the engraving on the pillar and his eyes widened. "Is that…" he found himself unable to finish.

"King Arthur Pendragon." Simmons confirmed. She didn't blame him for the shock he felt. Heck when she learned who was standing before she also couldn't believe it.

"Man…" Ben simply said he solemnly looked at the former king. "I wonder if Morgan Le Fay knows her brother's body was buried in the castle?"

"I don't know. She came here looking for something." Simmons said as she recalled overhearing the sorceress say that while she was hiding from her.

"If it's her brother's body so she can desecrate it then that's just one more reason for me to kick her butt." Ben said with a dark look for a moment at the idea of that being her goal.

"That's not all I wanted to show you." Simmons said earning a confused look from him.

She then proceeded to step aside revealing something her body was obstructing from view. There behind her was a sword imbedded in a large stone. The sword's blade was a stainless-steel color as if it were new with a tint of blue in its coloring. The sword's bottom handle was round and had like a button attachment on the rain guard part of the blade. The cross-guard part of the blade was shaped like capital T's connected to the edges. Carved on the blade was what he believed to be runic like writing spelled. The writing almost seemed to glow faintly.

Ben looked at the stone imbedded blade with shock and awe. Simmons saw it and didn't blame him for the reaction given what they were looking at.

"Yeah I can't believe I just found the legendary sword of Excalibur belonging to King Arthur." She said recalling how she first felt laying her eyes on the sword. Excitement had flooded her at the archaeological discovery she had made. She may have been a scientist but that didn't mean she didn't have an interest in her home country's history. Plus, the fact her first favorite Disney movie was "The Sword in the Stone" may have also contributed to her excitement.

However unknown to Simmons, the Omnitrix wielder was looking at the sword with a different sensation. The reason for that was because he recognized the sword buried in the stone. It was after all the very same sword… that Vilgax stole.

 _"_ _Azmuth's sword. I found it!"_ Ben mentally said as he gazed at the weapon that had been in his enemy's possession.

* * *

 **That's right people it's Azmuth's sword Ascalon. The weapon Vilgax lost after the climactic clash with Ben ended up in Camelot on King Aurthurs grave somehow. The next chapter will be the final one for this arc so you can look forward to it bringing this to a close.**

 **Now some of you might be wondering when will Ben join the Avengers?**

 ** _I plan to show just a few more chapters before getting into cannon. This was to show you Ben's adventures in Shield before joining the big league heroes._**

 **How did Le Fay manage to injure Ultimate Terraspin despite his immunity to magic?**

 ** _She used her magic to conjure up actual lightning and not magical in nature. The same kind mother nature would create which does work on him._**

 **Now for unrelated bad news…**

 **It's sad to see how the world continues to worsen in these hard times. Second wave of virus and protests (well deserved I might add) have occurred on top of everything else. Can't say I blame the latter due to the reasons. I can only hope things start to improve more. Things have continued being tough cause of the lockdown. Although I'm curious and would like to ask you readers something.**

 **How are you all in these times? I'm curious since I don't trust online news reports completely due to exaggeration or undermining. One of my friends had someone he knew infected but thankfully made a recovery. If you'd like to share then leave your comment in the review.**

 **Now then I hope this chapter brought you some good entertainment in your lives. I'm enjoying the final season of Agent's of Shield and can't wait to see how it'll end. Maybe It'll give me new ideas for my own fic if I'm lucky.**


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